Ultimate Spider-Man
by JDSadinger
Summary: Spider-Man tries to be New York's hero in a world where most heroes are partnered with S.H.I.E.L.D or part of The Avengers "Earth's Mightiest Heroes". Peter Parker has to juggle friends, family, school, and now a mysterious "white" Spider-Man. All this and more in "Ultimate Spider-Man".
1. Jump Into Action

_**1.) Jump Into Action:**_

* * *

 **INT. = Interior** (We're Inside)

 **EXT. =** **Exterior** (We're Outside)

 **(O.S.)/(O.C.) = Off Screen/ Off Camera** (Person Speaking Isn't Visible)

 **SFX = Sound Effect**

* * *

 **EXT. NEW YORK CITY ROOFTOP - DUSK**

Drop in on a New York rooftop, sunset on the horizon.

Police sirens in the distance.

* * *

 **SFX**

 ***THWIP***

* * *

 **Spider-Man, Peter Parker, 15,** lands clutching a Civilian.

Her head-spinning, She finds seating on a nearby AC unit.

Hand to her temple trying to gather herself.

Spider-Man peers over the roofs edge.

* * *

 **SPIDER-MAN**

The suspect is in custody, Ma'am.

 **MA'AM**

Wow. Thank you, Sir.

* * *

Spider-Man helps her to her feet.

* * *

 **SPIDER-MAN**

You don't have to call me Sir, Ma'am.

 **MA'AM**

What do I call you?

 **SPIDER-MAN**

Just, your Friendly Neighborhood Sp-

 **GIRL IN SPIDEY'S EAR (O.C.)**

Spider-Man, Herman Schultz is robbing the Federal Bank.

* * *

Spider-Man presses the earpiece beneath his mask.

* * *

 **SPIDER-MAN**

I'm on it.

 **(To Civilian )**

I'll get you to ground level.

Unless you're enjoying the view.

* * *

 **CUT TO:**

* * *

 **EXT. FEDERAL BANK - MOMENTS LATER**

Spidey swings from the towering skyscrapers to the street in-front of the Bank. He looks around.

Many parked cars, but none driving in the road. Not a pedestrian in sight.

Spider-Man puts his hand back to his ear.

* * *

 **SPIDER-MAN**

I got a...strange feeling.

 **GIRL IN SPIDEY'S EAR (O.C.)**

Your "Spider Sense"?

 **SPIDER-MAN**

That's the thing...

* * *

He turns in circles, scanning his surroundings.

* * *

 **SPIDER-MAN**

... it's not going off. How did you receive that distress?

* * *

He treads the Bank's steps and tries to see inside the glass doors. He opens the doors, standing in the middle of the empty bank.

Dressed in his unmistakable Yellow Diamond suit. Criminal **Herman Schultz A.K.A The Shocker.**

 **INT. FEDERAL BANK - CONTINUOUS**

* * *

 **SPIDER-MAN**

Shocker, didn't we just go through this?

Don't take things that don't belong to you.

* * *

Spider-Man slings web at the metal case Shocker is holding.

It flies straight through. Disrupting the **Hologram**.

* * *

 **SPIDER-MAN**

Huh?

 **HOLOGRAM SHOCKER**

 **(distorted voice)**

Sorry, Spider-Man...

* * *

The hologram glitches, the figure morphs, the projection alters, and changes into:

 **Director of S.H.I.E.L.D. Nick Fury.**

* * *

 **NICK FURY**

...but this was the safest way to get face-to-face with you.

 **SPIDER-MAN**

Holographic Villains?

After dropping 3 flying tanks on D.C. I'd think S.H.I.E.L.D. wouldn't have this much tech to waste.

 **NICK FURY**

That was S.H.I.E.L.D.'s past, I'm here to talk about our future.

One we hope will involve a more cooperative relationship between us.

 **SPIDER-MAN**

Thanks, but we've had this conversation twice already.

 **(Walking away)**

No thanks. Give my best to Tony, and the Earth's Mightiest.

 **NICK FURY**

Peter, this is a serious responsibility.

 **SPIDER-MAN**

I go by Spider-Man, and you can scrap the responsibility speech.

I've heard it already.

 **NICK FURY**

There's going to be a proposal for stricter rules on costumed heroes.

 **SPIDER-MAN**

They just passed a bill, Iron Man fought Captain America, people got hurt.

 **NICK FURY**

S.H.I.E.L.D. can only help you so much without a clear line of communication.

 **SPIDER-MAN**

Shine a spider shaped spotlight in the sky. I'll get the message.

 **NICK FURY**

You can joke, but if we couldn't stop the school Spider-Man attends from leaking.

How can you alone assure a villain won't soon target your Aunt?

You need to allow us to secure your safety, so you can provide the city **ultimate protection**.

 **SPIDER-MAN**

Speaking of school, it's a weekday so I got superhero curfew.

Can we wrap this up?

 **NICK FURY**

One day soon you'll fall to a challenge that'll make you realize

a little supervision and guidance, is a necessity sometimes.

I just hope we can be there to help you up.

 **SPIDER-MAN**

Whatever you say, Nick. Can I go protect the city now?

 **NICK FURY**

Under this projection you'll find a..."gift", for lack of a better word.

 **SPIDER-MAN**

A "gift" from S.H.I.E.L.D.? Do I have to pledge eternal allegiance to your shadowy organization?

 **NICK FURY**

Actually, it's not from us

it's from Tony Stark.

Stay safe, Spider-Man.

* * *

The hologram flares, then collapses in on itself.

The Bank's lights are restored.

Spider-Man approaches the box on which the small hologram device sat.

Lifts the oak box open, inside sits 2 stylistic new **"Web-Shooters"**.

* * *

 **GIRL IN SPIDEY'S EAR (O.C.)**

Peter, Peter can you hear me?

 **SPIDER-MAN**

Yeah Lucy, I'm here.

 **LUCY (O.C.)**

Are you okay?

Did you catch The Shocker.

 **SPIDER-MAN**

 **(walking out)**

He wasn't here, this was all just a S.H.I.E.L.D. set-up.

They're trying to recruit me again.

 **LUCY (O.C.)**

That's why their jamming software was so advanced.

 **SPIDER-MAN**

I got some fancy new Web-Shooters from Tony Stark out of it.

* * *

Spider-Man walks out the bank,

on the street he swaps out his old **Web-Shooters** for the shiny new **Stark** **Tech**.

 **EXT. FEDERAL BANK - CONTINUOUS**

* * *

 **LUCY (O.C.)**

Tony Stark was there?

 **SPIDER-MAN**

No one was there, just a hologram.

 **LUCY (O.C.)**

S.H.I.E.L.D. has holograms?

* * *

Spider-Man tests out his new gear by webbing a car window.

* * *

 **SFX**

 ***THWIP***

* * *

It cast a perfect web spread on the glass.

* * *

 **LUCY (O.C.)**

Why doesn't the rest of the world know about that?

* * *

Spider-Man hits a button on the device.

* * *

 **SPIDER-MAN**

 **(muttering to self)**

High Tensile?

* * *

He shoots another web on the car.

* * *

 **SFX**

 ***WHIZ***

* * *

It rips straight through the already webbed window. Shattering it.

* * *

 **LUCY (O.C.)**

What was that?

 **SPIDER-MAN**

Nothing.

 **(to self )**

Thanks Tony.

 **LUCY (O.C.)**

Do you want to call it a night?

 **SPIDER-MAN**

You crazy? The night is dark, and full of scumbags.

And Spidey's got a brand new bag.

* * *

 **CUT TO:**

* * *

 **EXT. HIGH ABOVE THE STREETS OF NYC - MOMENTS LATER**

Swinging with the simplest of ease, Spidey in his natural element.

As Dusk falls to night, the Big City shines a neon carpet underneath him.

 **CUT TO:**

* * *

 **INT. COP CAR - THAT MOMENT**

2 younger **Uniformed Officers** panicking in a cruiser.

The **Passenger Cop** frantically jams shells into the cartridge of a 12 gauge shotgun.

 **The Driver** yells information into his shoulder walkie while having to simultaneously partake in a **high-speed chase**.

* * *

 **DRIVER COP**

Umm...Southbound on I-78. The perps 2 white male people,

tattoos things,

red-driving a red car a...

Impala? Or Kia?

 **(to partner )**

What brand is that?

 **PASSENGER COP**

I-Uh...don't think it matters, dude.

 **DRIVER COP**

Right, um-err.

 **(swerving car )**

Oh, Dear!

P.I.T. Maneuver not an option,

because they may have a hostage.

* * *

 **CUT TO:**

* * *

 **INT. THUG CAR - THAT MOMENT**

 **2 leather-bound, punk thugs** running from the authorities.

Every **evasive action** the car makes sends their **Hostage**

and the piles of liberated **100 dollar bills** tumbling in the backseat.

* * *

 **PASSENGER THUG**

Oh, man Buzz! They gainin' on us.

 **BUZZ (DRIVER)**

They's not gonna know what hit 'em.

We's gonna lure 'em back home.

Even the playin' field, Crash.

* * *

Buzz grabs a duct-taped sawed off shotgun from the center console, and hands it to Crash.

* * *

 **BUZZ**

In the meantime, go at 'em with this heat.

* * *

Crash timidly cocks back the gun .

* * *

 **CRASH**

We's not gonna burn today.

 **BUZZ**

Nope, not today Crash.

* * *

The **Hostage** pops up from the backseat.

* * *

 **HOSTAGE**

You guys are crazy!

* * *

Crash leans out the window.

* * *

 **SFX**

 ***GGSH!***

* * *

 **CUT TO:**

* * *

 **INT. COP CAR - THAT MOMENT**

 **Buckshot** spray barely misses the passenger seat.

The cops react accordingly.

* * *

 **PASSENGER COP**

 **(ducking up & down)**

Oh, Jeezypete's that was close!

 **DRIVER COP**

 **(into walkie)**

They're shooting at us!

I repeat shots have been fired!

Suspects are nearing south exit 42.

* * *

Passenger Cop points his 12 gauge shotgun out the window.

* * *

 **PASSENGER COP**

I think I got a clear shot.

 **DRIVER COP**

Get back in here with that thing!

You could hit the innocent!

* * *

Driver Cop yanks Passenger Cop out of the window, in the struggle the gun goes off.

Hitting the back tire of Buzz & Crash's getaway car.

Blowing it out. The 2 cops look at each other stunned.

* * *

 **DRIVER COP**

If anyone asks, that was completely intentional.

* * *

 **CUT TO:**

* * *

 **INT. THUG CAR. - THAT MOMENT**

The car skirts to and fro, sparks flying from the rear hubcap.

All occupants are fighting the movement of the car.

The Hostage is having a nervous breakdown in the back.

* * *

 **CRASH**

Dag! We's gonna get fried!

 **BUZZ**

No!

 **(pointing)**

Home! Now they run on our turf.

* * *

Buzz makes a sharp right turn, almost flipping the car.

* * *

 **EXT. INTERSTATE 78 - THAT MOMENT**

The fleeing car dashes off the freeway into the lower district.

Cops trail fast behind them, accompanied by 2 more **back-up cruisers.**

Sparks and bullets fly from the fugitive vehicle.

They duck down a street, the sign reads **"Yancy Street"**.

 **CUT TO:**

* * *

 **EXT. ABOVE YANCY STREET. - THAT MOMENT**

Spider-Man has been listening to the rookie Cops relay the ordeal over his earpiece.

He's whipping onward down the seedy streets a couple blocks behind the chase.

* * *

 **LUCY (O.C.)**

Yancy street, you won't find a more wretched hive of scum and villainy.

* * *

Spider-Man gets eyes on the suspects.

Buzz & Crash spin-out in front of an alley.

 **CUT TO:**

* * *

 **EXT. YANCY STREET - ALLEY - CONTINUOUS**

Buzz & Crash drag the hostage out the smoking car into a dim alley.

The fleet of NYPD officers create a perimeter outside the alley.

* * *

 **BUZZ**

 **(to hostage)**

Get up! Move!

* * *

Buzz pushes the Hostage into Crash's hands while they make their retreat.

A cop tries to sneak through the gap between the car & alley.

Buzz pulls a huge revolver out his waistband.

* * *

 **SFX**

 ***GACK!* *GACK!* *GACK!***

* * *

 **CUT TO:**

* * *

 **EXT. YANCY STREET - OUTSIDE ALLEY - CONTINUOUS**

The brave cop dives out the alley, escaping the line of fire.

He gets helped up by his partner, they're the 2 first responding rookies.

The rest of the police ready their arms.

* * *

 **PASSENGER COP**

 **(brushing himself off)**

They have no where to go.

I really hope this doesn't end horribly.

 **DRIVER COP**

You just stay back here now.

Enough heroics for today.

 **SNARKY KIDS VOICE IN DISTANCE (O.S.)**

Excuse me!

* * *

The entire battalion of cops turn around, some immediately start to holster their weapons.

 **Spider-Man** lands.

 **CUT TO:**

* * *

 **EXT. YANCY STREET - ALLEY - CONTINUOUS**

Buzz & Crash are trapped at the dead end of the alley.

Buzz argues on a cell phone while Crash shoves the shotgun to the Hostage's head.

The Hostage is not dealing with this well.

* * *

 **BUZZ**

We's almost here! Down the block! They's got-

 **HOSTAGE**

God in heaven!

 **BUZZ**

 **(to Crash)**

Shut that skag up!

 **(into cellphone)**

Follow our smoke!

* * *

Crash's shotgun **vanishes**.

* * *

 **CRASH**

Uh, Buzz-

* * *

Crash **disappears** , Buzz turns to answer him.

* * *

 **BUZZ**

What!?

 **(noticing he's gone )**

...what?

 **SFX**

 ***THWIP***

* * *

Spidey jumps from the roof using his weight to pulley the crook up.

Spider-Man lands.

* * *

 **SPIDER-MAN**

 **(to Hostage)**

You're safe

* * *

He touches his ear.

* * *

 **SPIDER-MAN**

Lucy, patch me into the police radios.

 **LUCY (O.C.)**

You're good.

 **SPIDER-MAN**

Everything is clear.

 **COP OVER RADIO (O.S.)**

Roger.

* * *

Passenger Cop & Driver Cop run down the alley.

* * *

 **PASSENGER COP**

Thanks so much Spider-Man.

 **SPIDER-MAN**

Just doing my part. Hey are you the two who called this in?

 **PASSENGER COP**

That's us.

 **SPIDER-MAN**

What you did was incredibly brave.

 **DRIVER COP**

Just doing our job.

* * *

The Hostage looks on as they trade praise.

 **CUT TO:**

* * *

 **EXT. YANCY STREET - ABOVE ALLEY**

Hanging from web is Crash & Buzz. They look defeated until Buzz sees something in the distance.

* * *

 **BUZZ**

Crash! Seeing what I see?

 **CRASH**

I see it!

 **BUZZ**

Glad we up here now! We get to see all the lights.

* * *

 **CUT TO:**

* * *

 **EXT. YANCY STREET - ALLEY**

Spider-Man & the Cops pose for a cellphone picture being taken by the Hostage.

* * *

 **PASSENGER COP**

You got it?

 **HOSTAGE**

Yes.

 **SPIDER-MAN**

Happy to be of assistance.

* * *

The sound of a police siren starts to get oddly close to the group. They look to see:

 **A Cruiser**

Flying through the air.

It lands a few feet short of them, but the momentum sends it **scraping and sliding** down the alley.

The cops take evasive action while trying to guard the Hostage.

Spider-Man motions towards it, stopping it with one hand.

 **Gunfire** starts in the distance.

* * *

 **LUCY (O.C.)**

What's happening.

 **SPIDER-MAN**

I'm not sure.

 **(to cops)**

Stay in cover.

* * *

Spider-Man zips out the alley,

what was the police perimeter is now a mess of overturned cars, and injured officers.

The suspect's vehicle is no where to be seen.

* * *

 **SPIDER-MAN**

Lucy, call for rescue on my location.

 **LUCY**

I'm going to access your mask cameras.

* * *

 **CUT TO:**

* * *

 **INT. ROOM**

 **A girl** sits at a station of computer screens each displaying different information.

She taps some keys until a monitor displays Spider-Man's point of view of the chaotic scene.

 **BACK TO:**

* * *

 **EXT. YANCY STREET - OUTSIDE ALLEY - CONTINUOUS**

* * *

 **LUCY (O.C.)**

Who did this?

 **SPIDER-MAN**

Let's find out.

* * *

Spidey jumps into action, swinging as far up he can in Yancy Street's low buildings.

He locates the car's smoke signal, and zeros in on the coordinates.

 **EXT. YANCY STREET - CONTINUOUS**

 **An elephantine figure** waddles down the street and easily carries the car above their head.

* * *

 **LUCY (O.C.)**

What in Bob's name...

* * *

Spider-Man lands behind unnoticed webbing the car and yanking it from the Villain's grasp.

This enrages the brute who's covered in a **bulky grey-leather hide** complete with a **gigantic horn** on his head.

* * *

 **LUCY (O.C.) Cont.**

...is that a guy dressed like a Rhino?

 **RHINO**

Spider-Man!

* * *

The Rhino drops to all fours and charges our hero.

* * *

 **SPIDER-MAN**

Don't these guys know I have a curfew?

* * *

 **Up Next: Ally**


	2. Ally

_**2.) Ally:**_

* * *

He dodges, landing on the sidewalk.

The lumbering beast slowly halts his attack.

The Rhino rises to his feet and corrects his trajectory;

Eyes on Spider-Man he leans into position and speeds towards the sidewalk.

* * *

 **SPIDER-MAN**

Whoa! Buddy, we can talk this out.

 **RHINO**

 **(still charging)**

Spider-Man!

 **SPIDER-MAN**

Okay, not the talking type.

* * *

Before The Rhino gets close enough to deal damage Spidey webs a **lightpole** and makes a hasty escape.

Rhino crashes into a **storefront** and demolishes the rubble out his way as he stumbles back to the street.

* * *

 **SFX**

 ***THWIP* *THWIP* *THWIP***

* * *

Spider-Man rains down a **volley** of web blasts from atop the pole onto the disoriented animal.

It's like webbing a brick wall.

He palms the web off his face and charges Spider-Man once more.

Rhino rams into the lightpole sending it **crashing** down.

While gathering his footing a wad of web plants on his face, momentarily **blinding** him.

* * *

 **SPIDER-MAN**

 **(urgently)**

Lucy!

* * *

Rhino clears his face, but just as he does so Spider-Man **crashes feet first** into his jaw.

The Beast wobbles.

Spidey goes in for another blow.

Rhino catches his calf and in one swift cock of the head, **drives** his horn into Spider-Man's side.

 **A clean slice.**

* * *

 **SPIDER-MAN**

 **(wincing gasp)**

* * *

Desperation hits Spider-Man.

He blindly webs a wall and pulls with all his might to escape the brutes grasp.

He gets clear of him and checks his side;

 **It looks as bad as it feels.**

* * *

 **SPIDER-MAN**

Lucy!

* * *

Lucy doesn't answer instead patriotic music plays over Spider-Man's earpiece with a voice message that says:

* * *

 **ROBOTIC VOICE (O.C.)**

Standby for a message from **Director of S.H.I.E.L.D. : Nicholas J Fury.**

* * *

Spider-Man jumps to a roof and awaits the message.

* * *

 **NICK FURY (O.C.)**

Spider-Man!

You're fighting a S.H.I.E.L.D. battle.

 **SPIDER-MAN**

What!?

What does S.H.I.E.L.D. have to do with a couple bank robbers

and a roided up Unicorn?

 **NICK FURY (O.C.)**

They're in possession of stolen technology.

 **RHINO (O.S.)**

Spider-Man!

* * *

In the street is Rhino **aggravated** he has no way to reach the roof.

He chucks the toppled **lightpole** at Spider-Man.

* * *

 **SPIDER-MAN**

 **(ducking)**

It must be in their car.

 **NICK FURY (O.C.)**

We have agents in play.

Work with them to reign in the hostile

and return to HQ so we can converse eye to eye.

 **SPIDER-MAN**

Really leaving yourself wide open for an eye patch joke.

* * *

Spider-Man picks up part of the now dismantled lightpole and jumps back to the street.

* * *

 **SPIDER-MAN**

Hey ugly!

* * *

That gets Rhino's attention.

* * *

 **SPIDER-MAN**

 **(To self )**

Okay, Tony don't fail me now.

* * *

He switches the Web Shooters to "High Tensile" mode.

Spreads his arms and webs a wall with each.

Rhino shifts to his more primal stance. Spider-Man pulls his webbed hands together and picks up the pole.

 **Rhino charges** ;

With every step forward the Titan charges Spidey takes a step back.

* * *

 **SPIDER-MAN**

Toro! Toro!

* * *

Unfortunately for The Rhino, he keeps his face up when charging.

He only gets about 10 feet from Spider-Man when the makeshift **slingshot** releases;

It launches the metal lightpole high velocity directly for his ugly horned mug.

 **Lights out** for The Goliath. **(no pun intended)**

* * *

 **NICK FURY (O.C.)**

 **(beat)**

Hmm...in that case.

Our agents are a couple minutes out...

just stay put and return to the Helicarrier with our gear.

We'll cover cleanup.

 **SPIDER-MAN**

What's this important tech anyway?

 **NICK FURY (O.C.)**

That's classified S.H.I.E.L.D. information,

without clearance you have to be kept in the dark.

That's the price you pay for going it alone.

 **SPIDER-MAN**

You know I can just check the car.

 **NICK FURY (O.C.)**

Spider-Man I told you...

* * *

Spider-Man tunes out Fury and checks the crushed car,

nothing inside but a bunch of money.

He pops open the trunk and crammed inside is an armed **missile** with the initials **A.C.M.E.** ,

 **no wait**

the initials **S.H.I.E.L.D.** stamped on its side.

* * *

 **SPIDER-MAN**

Why is there a S.H.I.E.L.D. missile in the trunk of 2 bank robbers' getaway car?

 **NICK FURY (O.C.)**

How do you think they robbed the bank?

 **SFX**

 ***VROOM***

* * *

Down the street **rides** the cavalry.

In-front leading the brigade of polished black S.H.I.E.L.D. vehicles

is **Agent Hawkeye, Clint Barton** behind the wheel of his beautiful **custom built motorcycle**.

The sky swarms with S.H.I.E.L.D. **Quinjets** shining their spotlights on Spidey and the downed Villain.

Spider-Man looks up at the Aircraft;

Then at Agent Barton storming up the road.

He hops to a roof, the light follows.

* * *

 **NICK FURY (O.C.)**

Spider-Man what are you-

* * *

Spider-Man presses his ear.

Runs off the roof and swings down the Yancy Street blocks, the light loses him.

Hawkeye stomps down the **kickstand** on his bike and surveys the scene.

* * *

 **HAWKEYE**

Where did the Kid go?

 **NICK FURY (O.C.)**

He ran off again.

 **HAWKEYE**

Sure doesn't care about leaving us with his mess...

* * *

The Rhino stirs.

* * *

 **HAWKEYE**

...and what's this guy supposed to be?

* * *

The lightpole imprinted a circular **bruise** on Rhino's grill.

He presses his knuckles to the pavement like a Gorilla, trying to regain consciousness.

Hawkeye presses a button on his **arrow quiver**.

* * *

 **HAWKEYE**

 **(readying arrow)**

The little pipsqueak took down this fella?

Hmmm...that's actually impressive.

* * *

Hawkeye **draws back** his bow;

 **Lets off one arrow.**

* * *

 **SFX**

 ***TCH***

* * *

It **plants** into the asphalt right in-front of the groggy Brute.

Rhino can't help but laugh at the miss.

* * *

 **RHINO**

Heh.

 **SFX**

 ***BOMF!***

* * *

As quick as he chuckles it explodes releasing a sea of **white foam** that engulfs the brute's lower half then quickly hardens to a **solid plaster.**

Rhino slams his fists into it,

but the material is **durable** only chipping slightly.

He's completely trapped.

* * *

 **RHINO**

 **(slamming arms)**

Spider-Man!

 **HAWKEYE**

 **(drawing back bow)**

Nope.

Hawkeye.

* * *

He shoots the beast in the purple **bullseye** made by Spider-Man.

Just as it knocks the villain out-

* * *

 **FLASH TO:**

 **INT. ROOM**

* * *

 **Lucia Bordeaux, 16 and three-quarters,** is scrawled across her bed skimming the Romeo & Juliet script.

Her room is oddly **"girlish"** adorned with pink everywhere, lace curtains, plush bears, etc.

The girl herself, however, wears **torn jeans** and a pitch-black cashmere sweater which mirrors the dark hue of her pixie cut **raven colored** hair.

She squints at the script pages as if displeased with the contents.

* * *

 **LUCY**

 **(to self)**

What the hell _art doth_ trying to _sayith_ William?

Just use words.

 **SFX**

 ***TAP* *TAP* *TAP***

* * *

The **sound** grabs her attention causing her to rush towards the **window**.

Lucy pulls back the frilly **drapes** and slides open the pane.

She steps back to let her guest in.

 **A Beat.**

Swinging feet first through the window like a vaulting **gymnast** Spider-Man sticks the landing and turns back to her.

Spider-Man sticks out immensely in this environment but they act like this is the most natural occurrence.

He **unmasks** revealing the sheepish grin of young Peter Parker, literally the last face you'd expect to see under that mask.

* * *

 **PETER**

Did you miss m-

 **LUCY**

You jerk!

* * *

She **shoves** him but he stays **steady** as a rock.

* * *

 **PETER**

 **(laughing)**

What?

 **LUCY**

You had me spazzing out,

thinking what that freak had done to you.

* * *

She grabs his wrist and lifts his arm to reveal the **wound**.

* * *

 **LUCY**

You're hurt!?

* * *

She moves past him to the doors of her **closet**.

* * *

 **PETER**

'Tis merely a flesh wound.

* * *

The doors open to reveal a wardrobe of mostly dark colored clothes,

but with the flip of a switch her outfits **collapse** down to present the sophisticated **computer set-up** from earlier.

She opens a **desk** drawer and pulls out a **first aid kit**.

* * *

 **PETER**

I don't need that bond stuff.

It'll heal fast.

Remember,

I'm Spider-Man.

* * *

She gives him an exhausted look;

Moves him closer to the station.

* * *

 **LUCY**

No, you're not. You're Peter Parker.

What lie will you give May when she asks-

(imitating **Aunt May** )

"Peter, Dear where on earth did you get that huge bloody gash."

 **PETER**

Water Polo?

* * *

Out of the first aid kit she grabs a small **vial** and a menacing gun of some kind.

* * *

 **LUCY**

No, we have to hide it.

 **PETER**

 **(whining)**

Aw, but it hurts.

 **LUCY**

I'm sure you can take it, Spider-Man.

* * *

Lucy rips open a packet and unfolds the **napkin** that was within rubbing it across Peter's injury to sterilize it.

* * *

 **PETER**

 **(wincing gasp)**

 **LUCY**

Really?

 **PETER**

Okay maybe that didn't hurt,

but it's more the implication of impending pain.

 **LUCY**

 **(scoffs)**

Whatever.

* * *

She shakes the glass vial which contains material reminiscent of grains of sand and inserts it into the gun.

* * *

 **LUCY**

Ready?

 **PETER**

Wait.

* * *

He puts his mask on.

* * *

 **PETER**

Okay.

 **LUCY**

What are you doing?

 **PETER**

You don't want to see a grown man cry.

* * *

She starts laughing.

* * *

 **PETER**

I'm serious. I might tear up.

 **LUCY**

I'm not laughing at that. You called yourself a grown man. Ha.

* * *

Continuing to chuckle at him while picking up the gun she lines it up with his wound but torn suit **fabric** obscures a portion;

She **tears** off the cloth to openly display the cut.

* * *

 **PETER**

Hey!

 **LUCY**

Calm down, I needed a better look.

Besides, I sew the suits...

I should be the one upset.

 **PETER**

Oh right, I forg **-Owmylawd!**

* * *

She starts applying the **"Bondent"** solution with the gun **.**

It's a gray putty that once it makes contact with skin,

fizzles over **cauterizing** the wound and blending with the skin to make a false **scar** of sorts.

Peter once described the sensation it causes as " _The scorch of a thousand suns_ ".

It takes much resolve for him to remain stationary, doing all he can to not risk her having to start over;

 **He has learned from his past.**

She completes the procedure and wipes the affected area with a **fresh** **towelette**.

* * *

 **LUCY**

See. Not so bad.

* * *

He pulls off his mask and inhales a choppy lungful of air.

* * *

 **PETER**

Sure...

* * *

A lone tear drops from his left eye.

* * *

 **PETER**

not so bad.

* * *

Peter carefully extends his arm and checks the job.

 **Perfect;**

Completely concealed to the naked eye or at least easily mistakable as a simple skin **welt**.

Lucy returns the first aid kit to its place in the desk and spins in her chair turning her attention to the screens before her.

* * *

 **LUCY**

Now.

How did S.H.I.E.L.D. keep jamming my system?

 **PETER**

Um, is that rhetorical because my job is to hit the faces

and make the jokes.

Everything technical is all you.

 **LUCY**

Yes, it was rhetorical since I already know how they did it.

* * *

She opens a drawer above the one that held the first aid kit and pulls out what appears to be a small **metal detector**.

Lucy rises from her seat and gets uncomfortably close to Peter.

* * *

 **PETER**

Whoa, what's happening?

 **LUCY**

I think they put a bug on you.

 **PETER**

Oh...

* * *

Lucy waves the wand over his body.

 **A beat.**

The silence starts to give the interaction an awkward feel,

so Peter decides to break the tension with a joke, but can't think of one.

 **Then-**

* * *

 **PETER**

Hey, you're checking Spider-Man for "bugs".

Kinda funny.

 **LUCY**

Emphasis on "kinda".

* * *

Lucy nudges Peter's hand with the device instructing him to raise his arms,

but when the device touches his wrist it whirls and beeps with **high pitched** tones.

* * *

 **PETER**

Does that mean I won?

* * *

This joke gets a small chuckle out of her as she takes his wrist in her hand and realizes these aren't the **"Web-Shooters"** she built.

When the wand runs over the gift from Tony Stark again it gives off the same **indicators**.

* * *

 **LUCY**

Why would you put these on before I had a chance to check them?

 **PETER**

I didn't-

 **LUCY**

...And why would you trust anything notorious liar Nick Fury said?

 **PETER**

Fair question-

* * *

She pops the bugged shooters out the wrist **sockets** she integrated into Spider-Man's suit.

They fitted perfectly into the design of the suit meaning the creator had **explicit knowledge** of her invention;

 **This thought dawns on her** as she grabs yet another device out her desk.

This device also looks gun-like but instead of a barrel it has a radar dish protruding out the front.

* * *

 **LUCY**

If Tony Stark really did build these:

Then, how would he know how to make it compatible with my suit?

* * *

Peter ponders the question for a moment.

The "radar" gun starts to make a odd humming that builds and builds until:

 **Eureka!** Peter finds an answer.

* * *

 **PETER**

Remember when I went to intern for Stark Industries,

but turns out that was all just a cover for Iron Man to get Spider-Man's help against Team Captain America *****.

 _ ***as seen in Captain America: Civil War**_

* * *

Lucy looks at him like he just said: **"You remember air is breathable."**

* * *

 **LUCY**

Of course, I remember,

they televised Cap Vs Stark like it was a movie.

 **PETER**

Yeah, but if it was a movie my role would've been just a cameo.

You see how little airtime I got?

 **(he realizes he's going off topic.)**

Wait, that's not the point, the point is:

I let Tony look at the gear you just made me,

because he promised to make me a suit that would make mine look like a Halloween costume.

 **LUCY**

Hey! I created that "Halloween costume"!

 **PETER**

His words.

 **LUCY**

At least, mine doesn't come with S.H.I.E.L.D. tracers.

* * *

Lucy takes the gun and **zaps** the 2 Web Shooters causing one of them to **spark** violently.

* * *

 **PETER**

Shucks, Lucy, I'm sure he didn't mean to offend.

You could've let me use them a few more times before you destroyed them.

 **LUCY**

Relax, I just E.M.P.'d them to fry the circuits.

* * *

Peter looks at her like she just said **"mwyl dkjwso ozlrbcs."**

* * *

 **PETER**

 **(nodding obliviously)**

Of course...I would have E.P.M.D.'d the circus too...

but to avoid confusion could you explain what those letters mean

and what the heck that weird alien gun

just did to my Tony present?

 **LUCY**

EMP stands for Electromagnetic pulse

which is jargon for it siphons the power from stuff.

 **PETER**

Where do you get time to make all this stuff?

 **LUCY**

Actually, I bought this on Ebay for like 50 bucks

but I guess I do have a lot of junk in my desk.

 **PETER**

Junk? This junk could make you a bunch of money.

You ever think of selling any of it?

 **LUCY**

I'm doing something much more important with it all.

 **PETER**

And what's that?

* * *

She playfully shoves him again, this time, Peter **feigns** like she caused him to move back.

* * *

 **LUCY**

Saving the world with you, idiot!

 **PETER**

Oh yeah,

we're superheroes.

 **LUCY**

 **(coyly)**

Well...you're the "super" one.

 **PETER**

You kidding, "child prodigy" is super in anyone's book

and you're as much Spider-Man as I am-

* * *

Something about that comment **echoes** in Lucia's brain for weeks following

* * *

 **PETER**

Without you, I would be just...

* * *

Before Peter can think of what Spider-Man would be without Lucy, she finishes the thought for him:

* * *

 **LUCY**

A kid in a Halloween costume?

 **PETER**

You took the words out my-

* * *

 **A Siren.** Images flash on the many monitors.

One with the message **"Target Movement"** , another displays surveillance video of a car departing from a **parking lot.**

Lucy disengages the alarm.

* * *

 **PETER**

Your Dad?

 **LUCY**

Yep.

Do you still have the "Webbers" I made?

* * *

Peter digs into his trunks and pulls out the tech.

* * *

 **LUCY**

That's disgusting.

 **PETER**

I told you I needed pockets.

 **LUCY**

I'll make a mental note,

I'll also try to remember to never touch those again.

Eww!

* * *

Peter puts the Web Shooters in place and grabs his **backpack** from under Lucy's bed.

They walk to the window.

* * *

 **LUCY**

Goodnight.

 **PETER**

Goodnight and don't let the bed bugs bite.

* * *

A beat.

* * *

 **LUCY**

Was that an insect pun?

* * *

Peter smiles like he's proud of his work.

* * *

 **PETER**

Get it...because I'm Spider-Man.

 **LUCY**

 **(gasping dramatically)**

You're Spider-Man.

* * *

Instead of giving her the satisfaction, he goes along with her.

* * *

 **PETER**

Yes, see I have the mask to prove it.

 **LUCY**

In that case,

can you put it on because you look weird without it,

like someone photoshopped Peter Parker's head onto Spider-man's body.

* * *

He puts on his mask and backpack.

* * *

 **PETER**

That's a low blow, Luce.

Do I look that bad?

* * *

Lucy lifts up his mask and reviews his face.

* * *

 **LUCY**

Hmm,

I guess not.

* * *

She gives him a soft and brief kiss on the cheek.

* * *

 **LUCY**

Goodnight, Spider-Man.

* * *

She covers his face and he **hops** out the window **sticking** to the sill.

* * *

 **SPIDER-MAN**

And a goodnight to you too,

"Spider-Man".

* * *

He whips off the side of the house and keeps swinging as **swift** as he can,

so nobody **snaps** a shot of a torn up Spider-Man wearing Peter Parker's backpack.

He eventually makes it to a **suburb** where he ducks behind a **bush**.

* * *

The bush rustles for a few seconds;

 **Then.**

Out comes Peter dressed in his school clothes

shoving a red and blue suit into his backpack, next to today's homework he neglected to do.

He walks up the porch steps,

He gets about three fourths the way up before the door opens and the **lights** blink on.

* * *

 **PETER**

Sorry I'm late, Aunt.

They had a parade

with horns and stuff,

it totally stopped up traffic.

* * *

He speeds through his lie and enters the house kissing her on the cheek.

* * *

 **AUNT MAY**

They had a parade?

Who's they?

* * *

Peter didn't expect a follow-up,

usually, May **accepts** everything he says as gospel.

* * *

 **PETER**

 _The Gays_?

 **AUNT MAY**

 **(a beat)**

Oh, good for them.

* * *

 **Up Next: Enemy**


	3. Enemy

_**3.) Enemy:**_

* * *

Peter hated lying to his aunt but ever since Uncle Ben was killed

the majority of their interactions involve Peter having to come up with a new, more elaborate lie.

The guilt he felt made it hard to sleep some nights.

Tonight apparently wasn't one of those nights since Peter runs up the stairs,

opens his door, locks it and falls fast asleep with his backpack still on.

* * *

 **FADE TO:**

 **INT. BEDROOM - MORNING**

* * *

Morning sunlight beams through parted Victorian drapes, into the **mansion's master bedroom**.

In the center of a king-sized canopy bed lays a relatively **small lump** , covered with a lush comforter.

* * *

 **SFX (DOORBELL)**

 ***DING DONG***

 **(a beat)**

 ***DING DONG***

* * *

The lump starts to move.

* * *

 **SFX**

 ***DING DONG***

* * *

Covers pull back to reveal: **HARRY OSBORN, 17, "in a pit of despair".**

He sits up and scratches his shaved head.

In no rush to see who's at the door.

* * *

 **SFX**

 ***DING DONG***

* * *

The only item of clothing he's wearing is a pair of **boxer shorts** that appear to be styled with designs of dollar bills;

He stands up and shuffles into his **bunny slippers**.

On his way out the room, he grabs his monogrammed **pink robe**.

* * *

 **CUT TO:**

 **INT. OSBORN MANOR - CONTINUOUS**

* * *

 **SFX**

 ***DING DONG***

* * *

The doorbell still doesn't make Harry move any faster down the **spiral staircase**.

In the foyer, he ties shut his robe and pulls open the front doors.

* * *

 **HARRY**

Why are you here?

 **VOICE (O.S.)**

Good morning to you too, nephew.

* * *

Surveying Harry at the door is his **Uncle:**

 **Doctor, Professor** , and now acting **CEO of Oscorp, Otto Osborn, 47.**

* * *

 **HARRY**

Sorry, I didn't-

* * *

Otto pushes his way into the house.

Walking out the foyer and into the **living area** to check the state of his brother's former home.

* * *

 **OTTO**

They've told me you sent away the help?

 **HARRY**

I still need some grieving time.

* * *

The living area is littered with remnants of party supplies, red cups, bags of chips, etc.

Otto sneers in repulsion.

* * *

 **OTTO**

You should consider calling the help.

If you are going to "grieve" it might as well be in a clean house.

 **HARRY**

I hope you didn't come up here just to complain-

 **OTTO**

 **(interrupting)**

Oscorp's R&D department just okayed a consumer product named "Maid-bot".

Maybe I can send you a prototype. If you truly do need limited human contact.

 **HARRY**

Funny you say that Uncle because last weekend I had a couple french maids down here,

but they just seemed to dirty the place up more-

 **OTTO**

Harold, Take a seat.

* * *

Otto motions to his left, at a **sofa**.

Harry walks past him to sit in a **recliner,** further away.

Once sat down, he reaches over its edge and pulls a lever bringing up the footrest.

* * *

 **HARRY**

If you're here for some kind of an intervention then you can-

 **OTTO**

No, no...

* * *

Otto takes a less authoritative tone, unbuttons his suit and goes to sit on the sofa;

 **Then he notices the unsavory state it's in.**

So he just takes a seat on the much cleaner armrest.

Harry grabs a can out the recliner's cup holder.

* * *

 **HARRY**

 **(opening energy drink )**

I'm all ears.

 **OTTO**

Harry, th-

 **SFX**

 ***SLPPPS***

* * *

Harry slurps his drink loudly causing Otto to pause in annoyance and start over.

* * *

 **OTTO**

Harry, the past few months have been taxing for us both and

the last time I brought you to the lab. I told you-

 **SFX**

 ***TSH***

* * *

Harry pops open another energy drink making Otto lash out at him.

* * *

 **OTTO**

Harry, listen to me!

 **HARRY**

Calm down, man. I am listening.

 **OTTO**

How am I supposed to tell!? Your eyes are glazed over,

you're moving like-like a sedated rockstar-

 **HARRY**

Y'know I've been feeling like a bit of a rockstar lately.

* * *

As he says this he throws on sunglasses.

* * *

 **HARRY**

Now, you won't have to focus on my eyes.

Continue,

what did you tell me at the lab?

 **OTTO**

I told you- No, I promised you I would go out my way to protect your father's legacy.

Oscorp has done everything possible trying to complete his work and fulfill his life's mission.

All that has now come to fruition.

* * *

Harry perks up when Otto says this.

* * *

 **OTTO**

Our people within S.H.I.E.L.D. gave us-

 **HARRY**

You have people in S.H.I.E.L.D.!?

 **OTTO**

Of course, quick lesson, there's always rats in a sinking ship

and S.H.I.E.L.D.'s hull is permanently compromised.

We've been given the information needed to-

 **HARRY**

Do you know his identity!?

 **OTTO**

Not yet...

* * *

This deflates Harry.

* * *

 **OTTO**

...but we have something of even more significance-

 **HARRY**

Nothing is more important than catching my father's murderer!

* * *

Otto superficially adjusts his suit tie.

* * *

 **OTTO**

Your emotions are obviously clouding your judgment.

You'll just have to see for yourself.

* * *

Otto rises from the armrest and digs in his inner jacket pocket, he sets something on the recliner.

Harry grabs and inspects the item. Looks to his uncle for context.

Otto only stares back while buttoning up his suit. There's an odd joy to his face now.

* * *

 **HARRY**

What is this supposed to be?

 **OTTO**

You'll get there.

* * *

He removes his shades and twirls the vial; Displacing the thick red liquid inside it.

* * *

 **HARRY**

Blood?

 **OTTO**

Precisely.

 **HARRY**

Who's?

 **OTTO**

Let's say, it came from a very friendly "Spider".

 **HARRY**

Really!?

 **OTTO**

Really.

* * *

The footrest goes down and Harry Sits up to closely examine the sample.

* * *

 **HARRY**

How?

 **OTTO**

Very carefully-

 **HARRY**

Can you use this to figure out who he is?

 **OTTO**

No DNA matches have shown up in any database accessible to Oscorp . Yet-

* * *

The news brings Harry back down to earth.

* * *

 **HARRY**

Then what good is it?

 **OTTO**

Those are famous last words, my boy.

* * *

Otto starts to pace around the living area as he recollects.

* * *

 **OTTO**

By now you know that the serum that caused your dad to "change"

was a failed attempt to recreate the Oscorp radiation experiment that gave

 **(points to vial)**

Him, his extraordinary abilities. What you don't know is that

Your father and I both knew the serum was missing an element and couldn't work-

* * *

 **FLASHBACK TO:**

 **INT. OSCORP LABS**

* * *

In his Lab Coat, **Otto Osborn** argues with his younger brother:

 **N** **orman Osborn, CEO of Oscorp, 33.**

We cannot hear their heated exchange.

* * *

 **OTTO (O.S.)**

I told him that we couldn't recreate the effects without a sample of the post-accident DNA,

but he simply wouldn't listen-

* * *

 **FLASH TO:**

* * *

Norman is now strapped to a chair.

A large device sits behind it and leads a clear tube to an inhalation mask covering Norman's face.

He lifts a **thumbs up** , and Otto flips the multiple activation switches.

 **A Rumble-**

Norman isn't taking to the treatment well

 **He twitches violently in the chair** , tugging on his restraints.

The pigmentation of his skin starts to turn a **sickly green color** -

* * *

 **BACK TO:**

 **INT. OSBORN MANOR**

* * *

Otto seems to wince at the memories of the event playing in his head.

* * *

 **OTTO**

The point is,

that last night we got that DNA sample.

We can complete the serum and finish what Norman started.

* * *

Harry raises the vial again, now looking at the object in a new light.

* * *

 **HARRY**

Then why are you here?

You should be in the lab making the serum.

 **OTTO**

I already have.

 **HARRY**

What!? I need to see it-

 **OTTO**

I know, why do you think I'm here?

* * *

Harry rises eager to go, his uncle stops him.

* * *

 **OTTO**

But first, wash up, put on a suit, and drop some Visine™ into your eyes.

The camera's will be readied for your homecoming.

 **HARRY**

Don't you like the bunny slippers?

This robe is 100 percent chinchilla knuckle fur.

* * *

Once again Otto sneers in repulsion.

* * *

 **OTTO**

As "charming" as the pink ensemble is,

I think something more traditional is in order.

 **HARRY**

Whatever you say,

but I'm keeping the sunglasses.

* * *

 **CUT TO:**

 **INT. PETER'S ROOM - MORNING**

* * *

Peter gasps and sits up on his tiny bed.

He keeps having the same nightmare involving his Uncle.

Sometime during the night, he removed his backpack and got under the covers.

Still feeling shaken from his dream, he decides to find his Aunt.

* * *

 **Up Next: D** **iversion**


	4. Diversion

_**4.) Diversion:**_

* * *

 **INT. PARKER HOUSE**

* * *

A little confused and very dazed, Peter leaves his bedroom in hopes his Aunt May can quell the uneasy feeling brought on by his nightmare.

In the hall bridging his room to Aunt May's he calls:

* * *

 **PETER**

Auntie M!?

* * *

No answer.

He moves to:

* * *

 **INT. PARKER HOUSE - KITCHEN**

* * *

 **PETER**

Auntie M?

* * *

On the countertop where May would typically(around this time) be preparing a lunch for Peter,

holds a **brown paper-bag**. On the sack is a yellow sticky note that reads:

 _ **"Peter, I went to The Home early.**_

 _ **Have a nice breakfast & **_

_**At lunch eat your veggies before your snack!"**_

 _ **\- Love Your Aunt**_

 **"The Home"** May is referring to is her new job at Paul Stiffler's Funeral Home

which she took up after Uncle Ben's death to as she puts it: **"Occupy the time between this world, and the next.".**

Inside the sack is a turkey sub wrapped in plastic, a baggie of baby carrots, a banana, and a Rice Krispie treat.

Peter takes out the sugary treat, and eats it while moving from the kitchen to:

* * *

 **INT. PARKER HOUSE - LIVING ROOM**

* * *

Still munching on the snack, Peter takes a seat on the couch,

finds the remote lodged between seat cushions,

and turns on the television to see the face of his nemesis: **J. Jonah Jameson**

* * *

 **J. JONAH JAMESON**

Exactly what I'm saying, General.

He shows a blatant disregard for the laws, and human decencies every other sane American abides to on a daily basis.

* * *

J. J. is at his newsdesk spewing his normal nonsense,

this time he is joined by some spick and span **Military Man** via satellite.

* * *

 **J. JONAH JAMESON**

A mask isn't a license to ransack our city, doling out what you think is "justice".

 **GENERAL CLEWSHUN (** **MILITARY MAN** **)**

Couldn't agree more.

* * *

A slideshow of images show the aftermath of last night's **Rhino/Spider-Man skirmish.**

* * *

 **J. JONAH JAMESON**

How many livelihoods has this **menace** destroyed?

* * *

A shot of the **little shop** Rhino rampaged through shows up. It looks like a tornado hit it.

* * *

 **J. JONAH JAMESON**

I happen to personally know the couple who owns this bodega.

I called them this morning, and we had a lovely chat about their situation.

Apparently, the omnipresent S.H.I.E.L.D. has offered them compensation for the damages,

but even with S.H.I.E.L.D.'s hush money, they'll have to come out of pocket to repair what these criminals have destroyed.

 **GENERAL CLEWSHUN**

 **(snide scoffing)**

 **S.H.I.E.L.D.,** don't get me started on those warmongers.

If we should hold anyone accountable it's them.

They give nuts like this "Spider-Freak" a sanctuary to practice their destructive behavior.

We could go on all day just on past S.H.I.E.L.D. transgressions.

The only thing they got right was sending that "Green Monster" to the stars.

 **J. JONAH JAMESON**

Now I agree with most your points, but I'd say S.H.I.E.L.D. has done a smidge more good than that.

We have them to thank for bringing home the only true "Hero" Captain America-

 **GENERAL CLEWSHUN**

May his soul rest in peace.

 **J. JONAH JAMESON**

...and Captain America along with S.H.I.E.L.D. protected our city from those rat bastard aliens.

 **GENERAL CLEWSHUN**

Yes, but keep in mind, the only reason that problem arose was because S.H.I.E.L.D. was playing with forces they couldn't control.

 **J. JONAH JAMESON**

That may be the case, but when the chips were down S.H.I.E.L.D. single-handedly assembled a group capable of defending us.

 **GENERAL CLEWSHUN**

Look how they turned out, crazed A.I., fights at airports, and the death of Captain Rogers.

 **J. JONAH JAMESON**

We lose a great man, and in turn we get a kid in tights.

* * *

Peter has heard enough, he switches the channel, but then notices the clock.

* * *

 **PETER**

Oh man I'm gonna be late!

* * *

 **CUT TO:**

 **INT. PARKER HOUSE - BATHROOM**

* * *

The shower runs with Peter in it. A layer of steam covers the mirror.

* * *

 **FORWARD TO:**

Peter is now out with a towel wrapped around his waist and one around his head like a housewife.

In front of the mirror, he wipes away some of the condensation with his finger, then more in the shape of an oval.

He adds four legs to the left side, then four to the right.

Finished with his masterpiece he pulls the towel from his head and uses it to erase the symbol along with the remaining steam.

* * *

 **FORWARD TO:**

Mouth-frothing from toothpaste, Peter brushes his teeth and sings his favorite tune.

* * *

 **PETER**

 **(toothbrush in mouth)**

Duhswutehvur uhpider can...

* * *

After Peter spits, he checks his side where Rhino cut him open and Lucy patched him up with that painful putty.

The false scar peels off like a giant rubberband band-aid.

The seal coupled with his **advanced healing** has caused, what was a pretty gnarly wound hours ago,

to now appear almost nonexistent. Surprising even Peter.

* * *

 **PETER**

Wow good call, Lucy.

 **SFX**

 ***RING RING***

* * *

The phone. He runs to answer it,

his stride is abruptly halted when his foot catches the bottom of the towel,

causing Peter to go tumbling to the floor.

* * *

 **SFX**

 ***THUMP***

 **PETER**

Ug!

 **SFX**

 ***RING RING***

* * *

He's now happy Aunt May isn't home to see this.

While his face is planted into the dusty carpet Peter remembers he has saved the city of New York about 17 times in the last 4 months,

and the entire planet Earth at least twice in the last year;

This causes the embarrassment to pass. Slightly.

He gathers himself and slowly walks to the kitchen and answers the phone.

* * *

 **PETER**

 **(into phone)**

Hello, Parker residence.

Peter speaking.

 **LUCY (O.C.)**

Aww, did your Aunt teach you to answer the phone like that?

 **PETER**

Well...yes.

* * *

 **CUT TO:**

 **EXT. J. HUGHES HIGH SCHOOL**

Socializing students shuttle into the doors of school, but away from the chaotic main building,

darkly Lucia Bordeaux is seated in the shade against a **tree trunk**.

On her wrist is a specially modified **Casio calculator watch** that acts as the secret phone she speaks to Peter with.

* * *

 **LUCY**

 **(into watch)**

Why aren't you answering your cellphone?

No-wait-better question, why are you still at home?

 **PETER (O.C.)**

Just got out the shower, I'm running late-

 **LUCY**

That much is clear, why?

 **PETER (O.C.)**

My sleep got-like, messed up.

 **LUCY**

Get your butt here now!

 **PETER (O.C.)**

On it, boss.

* * *

 **CUT TO:**

 **INT. PARKER HOUSE - KITCHEN**

* * *

 **LUCY (O.C.)**

Alright, hurry!

* * *

Peter hangs the phone up, and before leaving the kitchen grabs the bag lunch Aunt May left him.

* * *

 **CUT TO:**

 **INT. PETER'S ROOM**

Peter, now **fully dressed** is seated on his bed sifting through his backpack.

The Spider-Man suit & mask is taken out, followed by a lunchbox.

From the lunchbox he grabs a **thermos,** then flips it upside down.

Peter screws off a **secret compartment** on the thermos, holds it between his knees and shoves the suit and mask in it.

Peter screws the metal cap back on, concealing the suit.

* * *

 **SFX (FROM LUNCHBOX)**

 ***BRZZZ***

* * *

A familiar but startling buzz comes from the lunchbox,

he opens it, returns the suit thermos and removes his cellphone to check the incoming text.

* * *

 **LUCY (TEXT)**

 **Whr u at!?**

* * *

He texts Lucy a house emoji with little green bushes, then dumps all the food May left into his lunchbox and throws it in his backpack.

With everything essential now in it, he zips it up and straps it on.

* * *

 **CUT TO:**

 **EXT. J. H. HIGH SCHOOL - UNDER THE TREE**

 **SFX**

 ***BRNNG***

* * *

A bell rings, signifying 7 minutes until the school day begins and Peter is officially late.

Lucy begins typing a response to Peter's emoji when-

* * *

 **GIRL'S VOICE**

Um?

* * *

The squeak of someone unsure what they're going to say next,

makes Lucy lower her watch and go into her broody unconcerned persona.

* * *

 **GIRL'S VOICE**

Lucy? Sorry, that's your name, right?

You're a friend of Pete's?

* * *

The girl doesn't have to move any closer for Lucy to know who it is,

but the girl comes closer anyway. Into the shade of the tree steps:

* * *

 **MJ**

Hi, I'm Mary Jane Watson.

 **LUCY**

I know.

* * *

The nervousness of MJ is very apparent on her face,

Lucy doesn't have to be an expert in reading microexpressions to see it,

she is, but she doesn't have to be.

* * *

 **MJ**

Do you uh, know where Pete is?

* * *

"Pete? Who the heck is Pete?" she thinks then instead says:

* * *

 **LUCY**

No clue.

* * *

Lucy catches MJ looking at her hands.

Either at Lucy's calculator watch, or at the chipped black polish on her nails.

Whichever it was MJ refocuses her attention to Lucy's face and flashes a perky homecoming queen smile.

* * *

 **MJ**

Thanks anyway.

Um, if it doesn't bother you, could you tell him I'm looking for him?

That is, if you see him before I do.

 **LUCY**

...Sure thing.

* * *

Lucy flashes a faux-friendly smile in MJ's general direction and watches her curls bounce into the distance.

* * *

 **LUCY**

 **(mumbles to self)**

Hurry Peter... or maybe I should call you Pete... maybe that's why you never listen to me because I don't call you p-...I hope your Spider-Sense can sense this Pete-

* * *

Fair to say she was getting annoyed by Peter's tardiness.

* * *

 **CUT TO:**

 **EXT. SIDEWALK**

Peter is walking briskly, but as inconspicuous as possible, the **opposite** direction of his School-

 **Then-** his **Spider-Sense blares**.

Acting on instinct alone, Peter looks to the road and sees **a boy** age around 7, **chasing a ball into the street.**

* * *

 **SFX**

 ***SKKRT***

* * *

He doesn't need to look up to know that is the sound of **a car rounding the corner** with no intention of stopping.

He acts before thinking, pulling up his sleeve to display his Web Shooter and throwing out his arm-

* * *

 **SFX**

 ***THWIP***

* * *

The boy is pulled from his feet and into Peter's arms.

The car hurtles down the spot where the kid would be;

Its grill **smacks the ball** , knocking it into the air, where Peter quickly webs it down with his free arm.

* * *

 **THE BOY**

Whoa!

* * *

The kid is overwhelmed although he's not sure what's happening and didn't see Peter's heroics,

but he knows something amazing just happened.

Peter hands him the ball then wipes the dirt **(and web)** off him.

* * *

 **PETER**

Hey you alright?

 **THE BOY**

Ah. Un-hun, I think... did you saved me?

 **PETER**

Yes, but you're alright now so, I gotta go.

* * *

Peter turns and briskly walks from the kid.

Before he can make it to the corner he hears:

* * *

 **THE BOY**

But wait, mister.

* * *

He thinks about ignoring the kid and crossing the street to his destination,

but he turns back to the boy who is running up to him.

* * *

 **PETER**

Yes?

 **THE BOY**

How'd you do dat?

 **PETER**

I must have gotten lucky.

 **THE BOY**

Oh, thank you.

 **PETER**

You're welcome.

* * *

The heel of Peter's shoe moves slightly to turn around when:

* * *

 **THE BOY**

Are...

* * *

Peter starts to let out a sigh then stops himself, not wanting to hurt the kid's feelings.

* * *

 **THE BOY**

Are you...

( **whispers** )

Are you a Superhero?

 **PETER**

Yes...

* * *

The boy doesn't know whether to be excited or scared when Peter kneels down to his level.

Peter puts his hand on the kids shoulder, he can feel the boy shaking.

* * *

 **PETER**

You can't tell anyone, but...

* * *

He pauses dramatically and looks around to see if the coast is clear.

* * *

 **PETER**

I'm the Black Panther-

 **THE BOY**

 **(gasps)**

 **PETER**

Yeah, you can't tell anyone though. You know that right?

 **THE BOY**

Right.

 **PETER**

So

 **(Peter mimes zipping his lips)**

* * *

He tousles the kid's hair and rises to walk away.

* * *

 **THE BOY**

'cuz...

* * *

For a split second Peter regrets having saved the kid, but that's changed by what the boy says next.

* * *

 **THE BOY**

'cuz everybuddy can't know you're really jussa boy like me, huh?

That's why you guys wear masks an' stuff.

* * *

 **"That's putting it a little simple."** Peter thought, but he still didn't expect something so poignant to come from someone half his age.

* * *

 **PETER**

Exactly, buckaroo.

* * *

The kid gives a nod and dribbles the ball while walking away, Peter stands and watches him for a second,

thinking of what he said; Forgetting he's late for school.

Finally he crosses the street and enters the **abandoned building**.

* * *

 **CUT TO:**

 **INT. ABANDONED BUILDING**

* * *

Peter shuffles up the tattered stairs.

Passing through the **half a dozen** or so cleared out floors, until he gets to a wide open room on the 7th floor,

it looks as if it used to be 2 or 3 rooms before the walls got knocked down.

Now it's a wide open vacant area with pillars to support the building's weight,

Peter opens a window facing the street(he tries to see if the kid is still visible from way up there, but he wasn't).

Peter tightens his backpack straps, then with his left and right hands, **webs** the left and right pillars in front of the window.

Then he starts to walk backwards, pulling on the web line to tighten it.

Stamped into the floor are pegs for Peter's feet to wedge behind to prevent a premature launch(it took Lucy days of trial and error to perfect the design)

Peter gives the web one last mighty tug with both hands, like pulling on the reins of a horse-

He then **jumps** out the foot holds and is **zipped** feet first through the window in a **blur of momentum**.

* * *

 **CUT TO:**

 **EXT. J. H. HIGH SCHOOL - UNDER THE TREE**

* * *

Lucy is still sat against the trunk thinking(not aloud) of how annoyed she is by Peter right now,

and how he'd better have a pretty good reason to keep her waiting, when:

* * *

 **SFX**

 ***TCHSS***

* * *

Above her head the leaves start to rustle, and feet fall from the branches,

she grabs her bag and moves out the way.

Peter lands.

* * *

 **PETER**

Did you miss me?

* * *

She approaches him and grabs a **twig** from behind his ear.

* * *

 **LUCY**

You better have a really spectacular reason for why you made us both late.

 **PETER**

I stopped a kid from getting ranover.

* * *

It was a pretty spectacular reason.

* * *

 **LUCY**

Whatever let's just go.

* * *

They start heading towards the school building.

* * *

 **LUCY**

I made the **"Zipline"** hoping it would stop this from happening.

* * *

They step up the concrete steps.

* * *

 **LUCY**

Did you finish your homework?

 **PETER**

Uh-oh, I knew I forgot something.

 **LUCY**

Don't worry I already did it. I knew you wouldn't even check.

 **PETER**

See, Luce you're the real lifesaver. Thanks!

 **LUCY**

Yeah, don't thank me yet, you're only going to get a B-...

 **SFX**

 ***BRNNG***

 **LUCY**

And we're officially tardy.

Once again, Pete you bring me down with you.

 **PETER**

Who the heck is, Pete?

* * *

Lucy laughs.

They enter the doors of John Hughes High School.

* * *

 **CUT TO:**

 **INT. TOWN CAR**

Otto and Harry Osborn pull up to Oscorp.

* * *

 **OTTO**

 **(to driver)**

Get closer to the doorway, right in the pathway.

 **HARRY**

Paparazzi?

 **OTTO**

Reporters. It's your big homecoming.

* * *

Harry glances out the tinted windows through his sunglasses.

* * *

 **OTTO**

This is the finish line.

Let's cross it together.

Look at me.

* * *

He does.

* * *

 **OTTO**

You look so much like him it's difficult to look at you sometimes...

he would be proud.

* * *

The driver opens their door.

* * *

 **OTTO**

Let's make him proud.

* * *

Otto and Harry exit the car.

The flash of cameras pop like machinegun fire.

Voices scream over each other, trying to get a quote from the Osborns.

Otto puts his hand on Harry's shoulder.

* * *

 **OTTO**

Stand here for a moment let them get a good shot.

 **"The Prodigal Son Returns"**...

that's what the headlines will read.

* * *

Harry sees how happy his uncle is and smiles, for probably the first time since his father's death.

They enter the doors of Oscorp.

* * *

 **Up Next: Extra! Extra!**


	5. Extra! Extra!

_**5.) Extra! Extra!:**_

* * *

 **INT. OSCORP ELEVATOR**

Otto scans his clearance card on the elevator's control board then inputs their destined floor number.

He looks to Harry, who's removing his sunglasses and taking a deep breath.

* * *

 **OTTO**

We made it. Told you the reporters wouldn't be a pain.

 **HARRY**

Surprisingly, they didn't bother me all that much.

I should've took my glasses off for the pictures.

I must've looked like such a tool.

 **OTTO**

Don't worry about it, you looked great.

* * *

The elevator opens and they step out into:

 **INT. OSCORP LABS - RADIATION RESEARCH FLOOR**

As soon as Otto steps into the lab with his nephew the several dozen employees inside erupt with **applause**.

* * *

 **OTTO**

Thank you. Thank you but we still have some work to do.

Those of you who have been here since last night's breakthrough prepare to bunker down for the rest of the day

but know if we've done what we think. The hard part is well behind us.

* * *

The applause returns, some whoops of glee from the more excited scientists. Harry looks to his uncle in disbelief.

* * *

 **HARRY**

What did you do?

 **OTTO**

You couldn't imagine. So let's enlighten you.

* * *

 **CUT TO:**

 **INT. OSCORP LABS - RADIATION RESEARCH LABS**

* * *

Harry and Otto have made their way to an inner room on the floor.

Per Otto's request they've been left **alone** , however in the many windows around the room **shadows** of heads are clearly visible.

* * *

 **OTTO**

Stay here.

* * *

Otto leaves his nephew at a workstation, at a refrigerator he removes a large metal box covered in yellow circles,

using a towel he picked up to grab it's handle and bring it over.

With all the stations around and the fact that he saw a family photo on one of them,

Harry guesses this is where the eavesdropping scientists must spend their work days.

Otto places the box, which Harry now sees is covered in **frost** , on the station in front of him.

* * *

 **OTTO**

You know we have this sample.

* * *

He pulls out the vial of Spider-Man's blood and sets it on the station next to the box.

* * *

 **OTTO**

And I've used it to complete the serum your father couldn't develop while he was living.

* * *

Otto turns one of the yellow circles on the box's lid.

 **Co2 gas** pours from the seal, like smoke from an angry cartoon character's nose. Harry shields his face.

* * *

 **OTTO**

Don't worry it isn't toxic.

 **HARRY**

I'd hope not.

 **OTTO**

You still don't know what that exactly entails.

Frankly, even while I was working day and night to finish it, I myself wasn't sure what would come of it when I was done.

Or for that matter how'd I even know when I was done.

 **HARRY**

That's very reassuring uncle.

 **OTTO**

No, you see that was the whole issue, it's what led to your father's downfall.

We were working blind. Without this

( **taps the blood vial** )

hope was lost.

The blood sample from Norman's post-mortem body...

* * *

He let's loose another of the yellow seals on the box, **more smoke** is unleashed.

* * *

 **OTTO**

...showed us more inner coding of mutated DNA

If there is one positive of that situation, it's that we learned from it.

 **HARRY**

There was no "positive" in that situation.

 **OTTO**

Don't mistake my words, son.

The tragedy with Norman was just that. A tragedy.

However, the way the public views it, makes him out to be a-a...

I'll just say it. They make him out to be a villain.

* * *

Harry balls up his fist and looks down and away from Otto. Smoke steams out the last seal.

* * *

 **OTTO**

That's going to change, though.

The good he's going to bring into this world is going to overshadow the negative.

That good will be brought through you.

* * *

Otto pulls on the handle and it removes a glass vial.

Similar to the one with Spidey's blood only much larger.

The size of a coke bottle.

Inside the clear glass, coating the bottom, is a very thin layer of **BLACK SLUDGE**.

The remainder of the smoke escapes the box.

* * *

 **OTTO**

Remember when I said, I had no clue what would happen when the serum was complete?

 **HARRY**

...Yeah...

* * *

It takes him a second to answer Otto because he's mesmerized by how **impossibly black** the sludge is.

* * *

 **OTTO**

I'm sure if I were given 100 guesses on how the serum would turn out, none of them would be this.

 **HARRY**

...Uncle is that stuff...moving?

 **OTTO**

Yes, it is Harry because the most astonishing thing happened when we connected the final puzzle piece...

* * *

Harry is slowly inching his hand to the glass, almost subconsciously.

* * *

 **OTTO**

The serum came alive.

 **HARRY**

...It's alive!?

* * *

Harry's fingers touch the glass and **strands of the black sludge** jump from the puddle onto the spot where he's pressing.

Slowly more of the sludge works up the strand until **the black sludge is mimicking the shape of Harry's fingers.**

Harry moves them around the glass in fast circles and **the black sludge** **adapts to the shape of a spider** and crawls around to keep up with him.

It follows his fingers perfectly, not missing a step like it's predicting his movement.

* * *

 **HARRY**

I'm speechless.

 **OTTO**

If I was a man of faith and not one of science. I would call it miraculous.

( **a beat.** )

This next part, I can tell you or with your trust...I can show you.

* * *

Harry lifts his fingers from the glass, **the sludge returns to a puddle**.

* * *

 **HARRY**

I trust you.

* * *

 **CUT TO:**

 **INT. J. HUGHES HIGH SCHOOL - HALL**

* * *

 **SFX**

 ***BRNNG***

* * *

Between periods students make their way through the hall, including Peter Parker at his locker turning the lock's tumbler.

He's stopped by a voice and a dainty finger poke in his side.

* * *

 **GIRL'S VOICE**

Hey, Pete.

 **PETER**

Hey, MJ.

* * *

He says then turns around to face her.

* * *

 **MJ**

 _Howcha_ know it was me?

 **PETER**

 _C'mon_ how long have we known each other.

No matter how hard you try to hide it, I can hear the _Jersey_ in your voice from across the bridge.

 **MJ**

 _Aw yeah right_ , my accent is _poifect._

Debutante status. I _jus_ put the _Jersey_ flair on it for style.

 **PETER**

You've always been about style.

 **MJ**

What, that a bad thing?

 **PETER**

Not for you. It's always looked good on you,

even when you were the only girl in preschool putting her hair in rollers before nap time.

 **MJ**

( **laughs** )

Wait no, stop joking. I have to tell you something, not really tell, but ask.

 **PETER**

Okay.

 **MJ**

But not now, okay?

 **PETER**

Um...okay...?

 **MJ**

You understand?

 **PETER**

Not really.

 **MJ**

Later I'll find you, okay?

 _Y'see_?

( **Peter nods obliviously** )

And then I'll ask you _sumthin'_. Got it?

 **PETER**

Yeah, but why not ask me now.

 **MJ**

No, it has to be later. You got it?

 **PETER**

 _Kinda,_ but why are you telling me that you're gonna tell me later?

 **MJ**

Pete, _jus_ relax, _willya_.

 **PETER**

I am relaxed I _jus_ don't know what's going on.

 **MJ**

 _Jeez_ , Pete nothing's going on, _jus_ relax.

 **PETER**

Stop saying that-

 **MJ**

Don't get mad-

 **PETER**

I'm not mad, I'm relaxed-

 **MJ**

Look! Forget this conversation happened and remember I'm gonna ask you something.

 **PETER**

I don't know how to respond to that.

 **MJ**

Don't, _jus_ remember.

 **PETER**

And forget...

 **MJ**

 _'Zactly_.

* * *

MJ walks away without looking back, from seemingly nowhere **Lucy** steps up to Peter.

* * *

 **PETER**

Did you see that?

 **LUCY**

Either I'm not as good at reading lips as I thought, or Mary Jane Watson is going insane.

 **PETER**

 _'Zactly_.

* * *

 **CUT TO:**

 **INT. OSCORP LABS - TEST CHAMBER**

Harry's in a glass capsule clothed only in his **dollar sign boxers,** repeatedly counting from **1 to 10** then back from **10 to 1** , in his head.

* * *

 **OTTO (O.S.)**

Harry

* * *

 **Speakers** in the capsule relay, Otto's voice.

* * *

 **OTTO (O.S.)**

I promise you...on second thought,

there has been enough promises.

Are you ready?

* * *

 **Harry lifts a thumbs up.**

 **A rumble of activation.**

Harry looks up at the sprinkler nozzle his uncle informed him the serum would be coming from.

Sure enough, **the black sludge starts to ooze** from the nozzle.

It doesn't drip, it defies gravity and pools into a **black orb** , then slowly **a single strand** starts to fall towards Harry.

He tenses up.

At the end of the strand, **the shape of a spider** starts to form and it crawls down the **black web** onto Harry's shoulder.

It scurries down to his hand and sits there.

Harry brings his hand in front of his face, looking the creature in its eyes.

8 of them, arranged in 2 rows of 4, exactly like a real spider. If he didn't see it build from the ooze, Harry would be certain the spider was real-

* * *

 **HARRY**

 **Aargh!**

* * *

The fake insect sinks it's real fangs into Harry's flesh.

 **Black streaks flow up his arms and through his veins.**

 **Soon Harry's entire arm is black, his entire torso is covered.**

 **His face neck and legs too.**

 **Blinded, he tries to take in a breath of air but his lungs won't respond.**

 **His muscles are no longer in his command.**

 **Everything hurts. Everything's black. He's been shut out of his body, then it's over!**

It's over.

His senses come back in a snap, no after effects or dizziness.

Like nothing happened.

* * *

 **SFX**

 ***TCHSS***

* * *

The capsule door is released. When he motions his hand forward to exit the door, he sees the entirety of his arm is covered in white fabric.

It's both arms and legs, all coated in white, the only other color he sees is black streaks on the inner sides of both arms.

He traces the streaks up his armpit and down to the center of his chest where they connect with several more streaks to form the minimalistic but unmistakable symbol of a spider.

Harry comes stumbling out the capsule, not because he's groggy but because he feels so light. Like paper thin.

Finding his footing on the hard floor outside the pod, he feels as if he could jump 100 feet if he wanted to.

Something tells him to touch his face, so he does, noticing for the first time he's wearing a mask.

He takes a deep breath, but doesn't notice any feeling of fabric.

Harry drops to his knees, mentally overwhelmed, but physically he's never felt better.

With his left hand, he rips the white fabric off his right hand to check if he's still human underneath this suit.

He is, his skin is revealed, but seconds later the fabric engulfs his right hand again.

Harry digs both hands into the angular spider on his chest and tears the suit off.

Harry is once again in his underwear. With bare hands he rubs his skin, his biceps are like marble, his six pack didn't exist this morning.

* * *

 **OTTO**

Think about the suit to get it back.

* * *

Harry closes his eyes and opens them to see the suit back on, and his uncle in front of him. When Harry talks the mask retreats to his neck and displays his face.

* * *

 **HARRY**

I'm like him?

 **OTTO**

No, you're superior.

* * *

 **CUT TO:**

 **INT. OSCORP LABS - TRAINING FACILITY**

In a vast white room, Harry stands in his new "White Spider Suit". Again his uncle talks to him in the form of speakers.

* * *

 **OTTO (O.S.)**

Here we go.

* * *

From all four walls of the room, Robots on one wheel and big glass dome heads, roll into the room.

The one closest to Harry speeds up and deploys an electric baton.

Harry smashes his forearm through the Bot, cutting it in half.

Spikes have deployed from the black streaks on both arms, black claws have grown out his fingertips.

* * *

 **OTTO (O.S.)**

The suit is going into what I'll dub "Attack Mode". Neutralize all threats, Harry.

* * *

 **CUT TO:**

 **INT. OSCORP LABS - TRAINING FACILITY (OBSERVATION ROOM)**

Otto turns to the technician controlling the robots.

* * *

 **OTTO**

Ramp up their difficulty settings.

 **TECHNICIAN**

Yes, sir.

* * *

 **BACK TO:**

 **INT. OSCORP LABS - TRAINING FACILITY**

Harry shreds through 2 more bots, a spinning roundhouse kick dispatches 3 more behind him.

He drives his fist through one and throws it at another.

With every attack he surprises himself with the strength and speed he posseses.

He only has to think of jumping on one of the bots, when moments later his feet are on its glass dome and his claws are ripping it into oblivion.

 **CUT TO:**

 **INT. OBSERVATION ROOM**

* * *

 **OTTO**

 **(To Technician)**

Engage deadly offense.

* * *

 **BACK TO:**

 **INT. TRAINING FACILITY**

Some of the bots extend gigantic saw blades, others chainsaws.

* * *

 **OTTO (O.S.)**

Use your webbing.

 **HARRY**

How!?

 **OTTO (O.S.)**

You know how.

* * *

Hand extended, Harry mimics the signature hand gesture of Spider-Man.

* * *

 **SFX**

 ***FWHIP***

* * *

Black web shoots from his wrist and onto the steel hull of a Robot.

He swings the web around his head and whips the captured bot into 3 others.

From behind a bot drives a chainsaw into Harry's back.

He turns and shields the blades with his forearm, causing the suit to tear and his skin to get sliced.

Flinging a punch at the bot, disintegrates it.

Harry looks at the damage to his arm, there's virtually none, the suit repairs itself.

 **CUT TO:**

 **INT. OBSERVATION ROOM**

* * *

 **OTTO**

Guns.

* * *

 **BACK TO:**

 **INT. TRAINING FACILITY**

* * *

 **SFX**

 ***GGSH***

* * *

A sound unlike any other draws Harry's attention, he knows what he has to do.

Harry jumps, and lands on the ceiling.

An upside down scan of his surrounding shows the bots adjusting their aim up to him.

He falls and-

* * *

 **SFX**

 ***FWHIP***

* * *

Webs a bot, pulls the web, the bot soars up past Harry and shatters when it hits the ceiling.

While falling he changes trajectory and dives onto one of the bots, another tries to shoot him but instead friendly fires on the bot Harry's standing on.

He then jumps from the shot up bot, to the shooting bot and double foot stomps it out of commission.

He now stands in a scrap yard for 36 Oscorp Sparbots.

* * *

 **HARRY**

What next?

 **OTTO (O.S.)**

I can have a Maid-Bot sent in, but I think it'll just try to dust you to death. Give me a second to come down.

* * *

Harry looks at his hands, the claws and spikes sheath.

He thinks of calling them back, and they're back, he sheaths them again.

Now he thinks of changing color and what was white on the suit, is now black and what was black is white.

The suit is now pink like Harry's bath robe.

* * *

 **OTTO**

You've never felt more in control, have you?

 **HARRY**

No.

* * *

The suit returns to white. Otto makes his way through the rubble.

* * *

 **OTTO**

Billions of dollars worth of tech from Oscorp's best technicians and you laid waste to them like pinatas at a birthday party.

Amazing...

* * *

Otto approaches Harry, the suit mask retreats and they look eye to eye.

* * *

 **OTTO**

Just amazing.

* * *

Harry hugs his uncle.

* * *

 **OTTO**

Yes, yes, we've done alright...

* * *

Otto looks in his smiling nephew's eyes and catches a glimpse of his brother Norman smiling at him.

He fixes his suit tie and returns to the thought process of a professional.

* * *

 **OTTO**

That was good, really brilliant it was, but there is one skill you can't practice in any of the many facilities we offer at Oscorp.

 **HARRY**

What's that?

 **OTTO**

Harry, my boy. Do you remember gym class? The rope climb...

* * *

 **CUT TO:**

 **INT. J. HUGHES HIGH SCHOOL - CAFETERIA**

Peter sits alone at a table with eyes on Lucy who's in line getting lunch.

Lucy looks back to him and he's being pulled away by Mary Jane Watson.

* * *

 **CUT TO:**

 **EXT. J. HUGHES HIGH SCHOOL - QUAD**

Peter stops.

* * *

 **PETER**

C'mon MJ this is good enough just tell me.

* * *

MJ didn't notice he had stopped she backtracks and grabs his sleeve to pull him along.

Unbeknownst to her, that is where his Web Shooters are hidden, so in a panic Peter aggressively pulls his hand away.

* * *

 **MJ**

Whoa, when did you gets so strong... and fast.

 **PETER**

Seriously, MJ whatever it is I'll probably say yes.

I never turn you down, so please, just ask it.

 **MJ**

No.

But keep that attitude.

* * *

She links their fingers together and holds his hand while pulling him to:

 **INT. J. H. HIGH - MAIN BUILDING**

* * *

 **PETER**

Whoa, MJ we can't leave school.

 **MJ**

Relax, Peter we'll come back in a second just go.

* * *

She pushes him out the door.

* * *

 **MJ**

Over here.

* * *

She motions to the tree he lands in when taking the Zipline to school. They sit in the shade.

* * *

 **MJ**

I'm gonna ask you for a huge _fava_.

 **PETER**

Please MJ _willya._

We can't be out-

 **MJ**

Peter, _jus_ let me say it while I have the courage.

 **PETER**

You're not in trouble are y-

 **MJ**

Pete, please.

 **PETER**

Okay

 **(Peter mimes zipping his lips)**

 **MJ**

I need you to ask Spider-Man if I can interview him.

 **PETER**

 **(Peter mimes unzipping his lips)**

What!?

 **PETER**

Why!?

 **MJ**

Y'know that I petitioned to be co-yearbook _edita_ , right Pete?

 **PETER**

I did not, but sounds likely.

 **MJ**

We know he goes here, and he's _prolly_ a senior.

If I can get an interview with him before he graduates, not only would it assure me a spot on the yearbook club,

and be cool for the school, but it brings me a step closer to-

 **PETER**

 _Freakin'_ Journalism-

 **MJ**

 _'Zactly_.

 **PETER**

Since the third grade and that ridiculous field trip to The Daily Bugle.

 **MJ**

You're the only person that's not a superhero that has ties to him.

You're also the only person other than my parents, and Harry, who knows how important being a Journalist is to me.

 **PETER**

Man, MJ that's actually kinda genius.

I'm not saying I'll ask, _jus_ saying how incredible that would be for you.

 **MJ**

Which is why you have to ask him.

 **PETER**

MJ, I don't know what to say.

 **MJ**

Hopefully not "No"...

 **SFX**

 ***BLING***

* * *

MJ gets a message on her phone.

* * *

 **MJ**

Speak of the devil. I got an E-mail from The Web.

 **PETER**

Isn't that where all E-mail comes from?

 **MJ**

Not "the web", "The Web" the Spider-Man newsletter.

Hmm... looks like he got a new suit.

 **PETER**

What?

( **scoffs** )

 **MJ**

See.

( **shows him screen.** )

* * *

On her phone is a picture of somebody in a suit resembling Spider-Man's (except white), swinging through the air.

* * *

 **PETER**

What is that, photoshop?

 **MJ**

No, this site is legit, says here in the article

"In the evening of Friday Spider-Man was seen stepping out in a stylish new white variant to his suit."

Apparently, he stopped a bank robbery too.

Jeez, this city has too many criminals or too many banks.

 **PETER**

MJ I forgot I-uh was supposed to meet someone at lunch.

I left them- I just gotta go.

 **MJ**

Wait, Pete. So _willya_?

 **PETER**

Sure just I gotta-

 **MJ**

Really!

* * *

MJ grabs Peter and hugs.

* * *

 **MJ**

I thought you'd have to think it over the weekend, thanks! Thanks so much!

 **PETER**

Yeah, MJ, I gotta-

* * *

He slides out the hug. He runs to:

 **INT. MAIN BUILDING**

Jogs past:

 **EXT. QUAD**

Sprints into:

 **INT. CAFETERIA**

Peter finds Lucy and zooms to her ear, to whispers:

* * *

 **PETER**

 **(whispering)**

Spider-Man has a new costume.

 **LUCY**

No, you don't.

 **PETER**

 _'Zactly._

* * *

 **Up Next: New Kid In Town**


	6. New Kid In Town

_**6.) New Kid In Town:**_

* * *

 **INT. J. HUGHES HIGH SCHOOL - CAFETERIA**

* * *

 **LUCY**

This may be an issue...

* * *

Lucy whispers to Peter. On Lucy's calculator watch is the article about the "White Spider-Man".

She and Peter try to quietly converse about the development in a lively Cafeteria, so they whisper.

* * *

 **LUCY**

...or a blessing in disguise.

 **PETER**

As if.

 **LUCY**

I mean, whoever this is did save a bank full of people.

 **PETER**

But he did it using my name.

 **LUCY**

That's where the issue comes in.

 **PETER**

What kind of dummy tries to be Spider-Man in a city with the better, realer, cooler, and more handsome-er Spider-Man.

Get your own gimmick you hack!

 **LUCY**

He even has Web Shooters.

They're not only stealing your identity but my ideas as well.

* * *

Lucy pinches and zooms on the watch screen to get a closer look. They still whisper.

* * *

 **LUCY**

The webbing is darker than mines, so that must mean they didn't reverse engineer my Web Fluid;

They created their own. That would take someone or someones with advanced intellect and resources.

Which makes it more baffling that they chose to steal Spider-Man's image.

 **PETER**

Not just my image, my name, my mask, my symbol... this is too weird.

I have to find this creep, right now!

 **LUCY**

No, you don't. You have to go to gym class,"right now"!

If Peter Parker decided to ditch school and the real Spider-Man suddenly showed up, that would look real susp...

 **PETER**

 **(interrupting)**

I know, I know.

I'm _just..._ this is crazy!

Supervillains, Superheroes, Shadowy Organizations, School, J. Jonah Jameson, and now...this idiot.

Another irritant in my life.

Every time I think this job can't get any harder,

I'm ripped into an alternate dimension for some unforeseeable romp that makes my life more complicated.

 **LUCY**

Alternate dimensions?

 **PETER**

forpeatsake It's...it's just a metaphor...or analogy or whatever.

I'm saying things keep getting difficult now even MJ is asking for Spider-Man

 **LUCY**

Huh?

 **PETER**

...man, I forgot about that until I said it just now.

Jeez man, I'm going to have a panic attack.

Seriously, Luce. I'm having a panic attack.

* * *

Peter starts hyperventilating.

* * *

 **LUCY**

You're just out of breath from whispering.

Let's go outside, get some fresh air.

Someone's gonna notice us.

 **PETER**

No one in this school is trying to notice Peter Parker.

* * *

Lucy is leading Peter out the cafeteria and to:

 **EXT. J. H. HIGH - QUAD**

* * *

They recess to an isolated segment of the schoolyard.

Sat upon the cold and hard brick border surrounding a generic bush.

They talk with a little more vigor but still quietly.

* * *

 **PETER**

If I swung into the gym in the suit,

during a school rally and in the middle of the basketball court, unmasked and yelled

( **whispering** )

"I Peter Parker am Spider-Man!"-

 **LUCY**

Shh are you crazy! Don't say the "S" word!-

 **PETER**

Calm down that's why I whispered it.

If I did that, everyone in the bleachers would yell "Who's Peter Parker?"

And those who kinda know me would never believe it.

 **LUCY**

It doesn't matter what people think!

It doesn't matter if they believe you could be Spider-Man.

You are Spider-Man!

You're the one risking his butt every day for this city-

 **PETER**

Hey, you said no "s" word...

 **LUCY**

You're the one who beat up a human rhinoceros last night...

 **PETER**

...beat up is such a strong word...

 **LUCY**

You're the reason the symbol he's wearing means anything.

 **PETER**

...

 **LUCY**

This isn't the time to get self–conscious.

After school we'll straighten this out.

Until then you have to stay the Peter Parker no one would suspect is their hero.

 **PETER**

After school seems so far away...

 **LUCY**

What's this thing about Mary Jane?

 **PETER**

I keep forgetting...she asked me to ask the "s" word if she can interview him.

 **LUCY**

And you said no, of course?

 **PETER**

I think...

 **LUCY**

You did say no, Peter. Tell me you said no.

 **PETER**

Oh no...

 **LUCY**

No oh no, Peter...don't oh no.

 **PETER**

I told her I'd ask him.

 **SFX**

 ***BRNNG***

 **LUCY**

Why would you do that?

 **PETER**

You're right, Luce. This can all wait til after school.

* * *

 **CUT TO:**

 **EXT. J. HUGHES HIGH SCHOOL - AFTER SCHOOL**

* * *

While walking out the front doors Peter is stopped by Mary Jane, Lucy watches from under the tree.

Peter runs over to Lucy.

* * *

 **PETER**

MJ wants me to walk her home.

 **LUCY**

I know, I read her lips.

I've been thinking maybe we should sit today out.

 **PETER**

Are you kidding?

 **LUCY**

Hear me out, this guy has been crazy active since lunch.

News is breaking that he's not Spider-Man, but someone hired by Oscorp.

 **PETER**

Oscorp!?

 **LUCY**

Tomorrow they're holding a press conference with the guy.

Take Mary Jane Watson home and meet me in the lab.

 **PETER**

How do you expect me to leave after telling me all this?

We have to get to work.

* * *

Lucy gives Peter a look and he knows this is time for following instructions, not questioning them.

MJ is standing near a bus stop pretending she's not looking at Peter talking to Lucy.

When Peter is close enough she turns to him like she's barely noticing he's walking up.

* * *

 **PETER**

Ready when you are?

 **MJ**

No you weren't but that's okay.

Let's go.

* * *

 **CUT TO:**

 **EXT. SIDEWALK - MOMENTS LATER**

 **Note:** When MJ and Peter talk to each-other Mary Jane feels comfortable enough to use her native New Jersey accent, and Peter compensates with his slight Brooklyn with a tinge of Queens hybrid accent;

A side-effect of knowing each other since childhood.

It will now be edited to (mostly) normal English vernacular. _Capiche_?

 _*See previous interactions for unedited slang*_

* * *

 **MJ**

Can this not be awkward?

 **PETER**

I don't understand.

 **MJ**

After your Uncle Ben passed...and the stuff with Harry-

 **PETER**

MJ we don't have to talk about that-

 **MJ**

Yes we do or this whole walk is gonna be a long uncomfortable silence.

 **PETER**

I'm not uncomfortable. A little sore from gym class but other than that-

 **MJ**

You were my best friend, not just like

 **(finger quotes)**

"guy" friend, but my best friend on earth. I want that again.

 **PETER**

Whatever you say, MJ.

Hey, that rhymed-

 **MJ**

You say that now but when we're at school I'll be with my "kliq" and you'll hang out with that girl Lucy and we won't talk for weeks.

 **PETER**

We'll talk again when I give you, friendly neighborhood you-know-who's answer about that interview.

 **MJ**

I wasn't going to mention that.

I didn't want it to seem like the only reason I asked you to walk with me was to pester you about him.

 **PETER**

But isn't that kinda the reason?

 **MJ**

No Pete, I'm serious when I say I want it to be like it used to.

I can't deal with the girls at this school anymore, especially the Cheerleaders.

All they know how to do is gossip, just like their mothers.

 **PETER**

Then hang out with me & Lucy.

* * *

MJ puts a very deliberate mix of emotions on her face to display her apprehension to the idea.

* * *

 **PETER**

What's wrong?

I know she looks menacing but underneath all that black clothing she's really a nice person.

* * *

She silently walks with an expression of hesitation then begins to say something, but seems to double think herself a few times.

All the while keeping Peter in suspense.

* * *

 **MJ**

...Do you think that's a good idea?

 **PETER**

Why not?

 **MJ**

C'mon... I see you two "hanging out".

Sitting together everyday.

 **PETER**

And?

* * *

He says completely and unironically oblivious.

* * *

 **MJ**

I wouldn't want to be a third wheel.

 **PETER**

Third wheel? But I've known you longer.

 **MJ**

Pete, I see you two...smiling "romantically".

 **PETER**

Lol MJ.

 **LUCY**

Pete don't lie, at lunch today you guys were totally holding hands behind the bushes.

 **PETER**

That wasn't even- we were actually-

 **"talking about how I'm Spider-Man"**

 **PETER**

Look MJ whatever you saw in no way implies what you thought it implied.

I can guarantee nothing "romantic" is happening between me and Lucy.

Tomorrow you can sit with us and see-

 **MJ**

There's no school tomorrow, but I accept your invitation, Pete.

Anything to get me away from the Sneerleaders.

I told them I was thinking of entering the Science Fair and they asked if it was gonna have a Ferris Wheel. I swear.

 **PETER**

( **laughs** )

( **stops laughing** )

Are we here already?

* * *

They've arrived at MJ's house.

* * *

 **MJ**

( **keys jangle** )

No one's home.

Theresa would have a cow if I let a boy inside with no one here.

 **PETER**

A boy? Where?

 **MJ**

We can sit out here on the chairs and like y'know chill out and stuff.

 **PETER**

If you want to.

 **MJ**

Let me put my stuff away.

* * *

Peter casually makes his way to one of the chairs.

He catches a fleeting glimpse of red hair before the door shuts.

While MJ is inside something starts to bother him. It's not the thought of the fake Spider-Man who's probably stopping a crime at the moment, it's not the fact that he's supposed to be meeting Lucy right now, it's his stomach. He didn't eat lunch.

* * *

 **FORWARD TO:**

 **EXT. MJ'S PORCH - 37 MINUTES LATER**

* * *

After putting away her belongings and changing her appearance just enough,

MJ has brought out iced tea for her and Peter.

Peter then mentioned he didn't eat lunch and after seeing the warm turkey sandwich, wilted baby carrots and bruised banana inside his Empire Strikes Back lunchbox, MJ brought out leftovers in the form of Lasagna which they are now eating.

* * *

 **MJ (CONT.)**

...If I got into the yearbook club I could tell my mom I don't have enough time to split between it and Cheer.

Hopefully, that will finally unshackle me from the Pep Patrol.

 **PETER**

There has to be one of them you consider a real friend.

 **MJ**

They aren't even friends with each other.

They flock together talking behind everyone's backs thinking they're so cool.

They'll even find ways to gossip about girls in their own circle.

No one's loyal to anyone but themselves. Especially that Natalie Agustine.

 **PETER**

She the leader?

 **MJ**

( **Preppy voice** )

 _Everyone's a leader in Cheer, silly._

 _We're not called Cheerfollowers are we?_

 _She's just our Captain which means me and all the other less superior girls have to kiss her pom-poms_

 _and laugh at her nauseating jokes and shun anyone different from us._

 _Then like our mothers before us we'll find a big strong jock to sweep us off our feet_

 _and do all the real work because everyone knows there's no need for goals_

 _or studying when you'll make your way through life on your looks._

* * *

MJ stuffs her face with pasta.

* * *

 **PETER**

It's scary how good you are at doing that voice.

 **MJ**

A literal lifetime of practice.

No way Theresa's daughter wasn't going to be the most prim and proper girl in all of Hoboken.

She named me after the actress Jayne Mansfield who by-the-by I shouldn't have _Googled_ -

 **PETER**

I didn't know that. That's kinda morbid.

 **MJ**

Yeah, it just shows what her mind prioritizes.

Everything is material to her, I mention journalism and she goes out and buys me a fluffy pink diary.

She said and I quote "Write a journal about Mcdreamy"

 **PETER**

Did you?

 **MJ**

Pete c'mon...

 **PETER**

Maybe that's her way of showing she cares.

 **MJ**

If it is, she cares about the wrong stuff.

* * *

Brakes squeak as a Mercedes pulls into the driveway.

A dolled up **Mary Theresa Watson** steps out with hands full of bags from a successful day of shopping.

* * *

 **MJ**

Speak of the devil and she shall appear.

 **PETER**

Wearing Prada.

 **THERESA**

Oh my gosh, is that little Petey Parker?

 **PETER**

Hi Mrs. Watson, you need me to help you with your bags.

* * *

Mary Theresa's heels click up the wood steps of the patio.

* * *

 **THERESA**

Look at you, dear. A gentleman in training. That's okay sweetheart this is my workout for today.

 **MJ**

Ain't that the truth.

 **THERESA**

Mary Jane you really shouldn't mumble, especially in front of company...and cross your legs.

 **MJ**

But I'm wearing shorts!

 **THERESA**

What did I say!? It's unbecoming for a girl your age.

* * *

Mary Jane shifts her position as Mary Theresa sits the bags in the house. She peaks back out.

* * *

 **THERESA**

Are those my good glasses?

 **MJ**

 **(sighs)**

 **THERESA**

And you have them out here?

 **MJ**

 **(sighs)**

 **THERESA**

How's your Aunt, Peter?

 **PETER**

She's good, she's been working at Mr. Stiff's.

 **THERESA**

That's nice, tell her I said hi.

It's good to see your face again-

 **MJ**

Mom...!

 **THERESA**

Janey's been acting out of character without you around.

 **MJ**

Mom...!

* * *

Theresa closes the door behind her.

* * *

 **MJ**

Well, that was fun while it lasted...

Do you still have that nintendo game system?

 **PETER**

I gave it to...

 **THERESA**

Give me your plates if you're not going to eat.

 **MJ**

Gosh, mom! We are eating!

 **THERESA**

Then let me switch my good plates to the Tupperware.

 **MJ**

Mom! Here!

* * *

She shoves the plate into her mom's hands

* * *

 **MJ**

Are you still eating, Pete?

 **PETER**

No, I'm-

 **THERESA**

It's okay if you wanna...

 **MJ**

No, he said he's done-

* * *

MJ stacks Peter's plate on top of hers

* * *

 **MJ**

Take this too.

* * *

She pours her and Peter's cups of iced tea onto the lawn, stacks the empty cups in each other and adds them to the stack of dirty dishes.

* * *

 **MJ**

There now you have no reason to come back out here, right?

 **THERESA**

Fine...you're really trying to show out for your company, Missy.

If you don't want to see my face I'll just go but when your father comes home I'm telling him how fresh you were acting.

 **MJ**

As long as it means you leave.

 **THERESA**

Tsk. Tsk.

* * *

Mary Theresa returns to the house with the dishes, as soon as the door closes MJ let's out a prolonged sigh of relief.

* * *

 **MJ**

That's her everyday, and the Cheerleaders are just mini versions of her in my eyes.

 **PETER**

I'm telling you MJ she's just misunderstood.

My Aunt May has been the same way.

She tries to show she cares but goes about it the wrong way.

I've just gotten use to it. You should too, it saves time.

 **MJ**

This is what I mean-

 **PETER**

What?

 **MJ**

You always try to make things positive, even when I'm acting like a jerk

 **PETER**

I'm just saying if it comes from someone who cares for you, even if it annoys you, it's probably right in their eyes.

Someone once gave me a speech that, at the time I wasn't ready to hear.

So, I took it completely the wrong way.

Later I saw it for what it really was...only by that time it was too late.

 **MJ**

...Was it your Uncle Ben?

 **PETER**

Yeah

 **MJ**

I'm sorry...

 **PETER**

So was I.

* * *

 **A Beat.**

* * *

 **PETER**

I think it's time-

 **MJ**

Right...

* * *

They rise from their chairs in unison. A brief parting hug.

* * *

 **MJ**

Can we talk tomorrow.

 **PETER**

Sure.

 **MJ**

Like I mean, really. Face to Face.

 **PETER**

I know, I'll see you tomorrow.

 **MJ**

The way you say things make them seem so blasé.

 **PETER**

I'm not sure what that word means, but I'll take the compliment.

 **MJ**

You have to remember your constant optimism is a superpower.

 **PETER**

...That's funny I always thought it as my biggest weakness.

 **MJ**

It is.

* * *

MJ flashes Peter one of his all time top 5 favorite Mary Jane smiles as he's going down the steps.

Walking down the street he looks back frequently to see MJ waving back.

She continues for an ironically long length of time, until Peter looks back and sees the door closing.

Peter now tries to remember where he's supposed to be walking to.

Remembers imposter Spider-Man and Lucy telling him to take the night off.

Peter decides to think instead of whether his scheduled meeting with MJ counts as a "date"(he thinks so).

* * *

 **CUT TO:**

 **EXT. LUCY'S ROOM WINDOW**

* * *

 **SFX**

 ***Tap* *Tap* *Tap***

* * *

No answer.

* * *

 **SFX**

 ***Tap* *Tap***

* * *

Still no answer.

* * *

Peter webs the window and pulls it open.

He vaults into the room and sticks the landing, but no one's inside to see it.

* * *

 **INT. LUCY'S ROOM**

* * *

While Peter is closing the window he hears the doorknob start to turn, he jumps onto the ceiling.

Lucy walks in holding a glass of milk and some cookies.

* * *

 **PETER**

Hey, Lucy.

* * *

Startled, she looks up and the cup of milk comes dangerously close to spilling.

* * *

 **LUCY**

Frick!

* * *

He lands again.

* * *

 **PETER**

I know right? People never look up when entering a room.

* * *

She moves to her bed and balances the cookies and milk on her pink bedpost.

She pushes Peter. He wobbles.

* * *

 **LUCY**

What's your deal?

* * *

Peter just smiles and she is put at ease.

* * *

 **LUCY**

You need to see this guy.

* * *

She abandons her cookies and opens her closet computer set-up.

On the screens are several different news sources covering the story of white Spider-Man.

* * *

 **LUCY**

Last seen 36 minutes ago. Wait.

* * *

An article pops up on a screen. Headline:

"NEW SPIDER THEMED HERO CONTINUES CITY WIDE CLEANUP"

* * *

 **LUCY**

Correction, he just returned a purse to some lady.

The biggest question is where is he getting the information about crimes in progress?

I have my usual channels open and He's responded to at least 2 that I didn't catch wind of until he was on the scene.

 **PETER**

Are you saying this guy is better?

 **LUCY**

I'm saying he's well connected.

Which isn't a huge surprise since Oscorp is tied to him,

but it's still a shock that this is his first day out and he's so proficient.

It took us a good while to get rolling.

 **PETER**

It's easier when you've seen someone do it before.

We had to start from scratch, he's just following in our footsteps.

 **LUCY**

True.

* * *

Peter looks at the many screens and tries to soak it in.

* * *

 **PETER**

I want to talk to him.

 **LUCY**

I really don't think that's a good idea.

This all may be a trap, we know Oscorp is after you-

 **PETER**

Who cares if it's a trap!?

They've stolen my powers!

 **LUCY**

Peter...

* * *

She uses the calmest voice in her possession.

* * *

 **LUCY**

I'm on your side. In fact I'm the only person who you can talk about this with

We have to talk about it. Talk, not yell, not let our emotions flare.

 **PETER**

Sorry. It's just making me angry.

 **LUCY**

You're allowed to be angry, just don't be angry at me.

This situation is a weird one and an unexpected one but we'll get through it.

Together, like we always do.

 **PETER**

The way we usually get through situations like this, is by me putting on the suit.

I don't understand why you think this can't be solved the same way.

 **LUCY**

What would Spider-Man showing up fix?

 **PETER**

I can assess this guy and his intentions.

 **LUCY**

Do you think that's a good enough reason to risk the variables?

Risk falling into a trap, risk being ambushed or overpowered?

 **PETER**

You think he can overpower me?

 **LUCY**

Peter, you're obviously not seeing the bigger picture,

which should be red flag number 1 that it's a good day to take a rest.

 **PETER**

If I rest I won't be saving people-

 **LUCY**

But someone will.

 **PETER**

 **(silence)**

 **LUCY**

Look, I'm not saying it's the ideal course of action but it is our smartest.

The others require us to walk into a situation blind and when all knowable elements aren't known.

That's where mistakes are made and mistakes are more consequential when Spider-Man makes them.

* * *

Peter thinks, he sees Lucy's mind is made up and that agreeing with her is the only thing that will satisfy her.

So he agrees. Although, he doesn't agree.

* * *

 **PETER**

Like always Luce, you're right.

* * *

Lucy opens her desk and pulls out something.

* * *

 **LUCY**

Open your hands.

* * *

She drops in his hand one of the new Web Shooters Tony Stark gifted him.

* * *

 **LUCY**

I debugged them and extrapolated the updates he made to them.

He innovated the web fluid so it could be adapted by the Web Shooters...

 **PETER**

In English?

 **LUCY**

It allows for the addition of different "modes" like the high tensile one that was already added-

 **PETER**

That really came in handy with the Rhino...

 **LUCY**

The fluid reacts to commands given to it by the Web Shooters.

When I go into the software he added I can input my own commands.

With an update I could make the web come out as a "large net" or have them come out as "small pellets".

 **PETER**

Cool...

 **LUCY**

Stark left a little message in the code for "The Brains Behind The Operation"

 **PETER**

That's an accurate job description...

 **LUCY**

That guy is as much the genius as they say he is and as he says himself.

The optimizations he made to my original design really did make it look like a Halloween costume.

 **PETER**

I would expect it from a guy who built Iron Man, in a cave, with a box of scraps.

 **LUCY**

If you push this button on the side-

* * *

Peter pushes the button on the Web Shooter in his hand;

A giant holographic symbol of Spider-Man's mask shoots into the air.

* * *

 **LUCY**

I'm not sure what this is for.

 **PETER**

It's a callback.

 **LUCY**

I don't understand.

 **PETER**

Something I said to Tony when he asked me to join The Avengers.

 **LUCY**

Oh, because I was wondering why he'd think Spider-Man would need to signal Spider-Man.

Also, how do so many people have holograms?

I've been trying to build them since I was 9.

I just filed them away with hoverboards and jetpacks.

 **PETER**

Can you make me a hoverboard?

 **LUCY**

No, but I did make you something.

* * *

She hands him the other Web Shooter and opens the middle drawer on her desk(the one she uses least).

* * *

 **PETER**

Is it a jetpack?

* * *

Lucy extends a white box the size of a large book.

Peter pockets the Web Shooters and grabs the box.

* * *

 **LUCY**

Before you open it know I made it before this new guy showed up.

I even thought of holding it off but I kinda have to give it to you today.

* * *

The disclaimer makes Peter more excited to open it.

 **It's a brand new Spider-Man suit.**

The mask is on top.

He grabs it.

Examines it, seems the same except the eyes are bigger **(he thinks cooler).**

He picks up the suit.

The previously **blue** segments are now **black**.

* * *

 **LUCY**

Probably, not the best time to change your image right...

* * *

Underneath the **armpits** are fabric weaved to look like webbing.

* * *

 **PETER**

Is this...this is the suit I drew.

 **LUCY**

Whew...I didn't know if you'd recognize it.

 **PETER**

This is awesome.

* * *

He means it.

* * *

 **LUCY**

Wanna know the best part?

 **PETER**

There's more?

 **LUCY**

It has pockets.

 **PETER**

You really are the brains behind the operation.

* * *

Lucy stays seated Peter thought this was the time for a hug.

* * *

 **LUCY**

I feel like a jerk because I gave you a new suit and Web Shooters but you can't use them.

 **PETER**

I wasn't even thinking of that part, I just really love the suit.

* * *

True.

* * *

 **PETER**

Can I have a cookie?

* * *

Lucy collapses the computer set-up and closes her closet.

* * *

 **PETER**

( **mouth full of cookie** )

What are you doing?

 **LUCY**

Whoever this guy is it seems he's going to do the same thing he's been doing all day.

 **PETER**

Impersonating me?

( **mouth still full of cookie** )

 **LUCY**

...my dad won't be here most tomorrow so maybe after the press conference Oscorp is holding we'll get enough information to...

 **PETER**

No worries, can I get some of these cookies to go?

* * *

 **CUT TO:**

 **INT. PARKER HOUSE - KITCHEN**

* * *

May Parker is tidying up.

* * *

 **AUNT MAY**

Peter, dear is that you?

 **PETER (O.S.)**

Yep.

 **AUNT MAY**

You're home early.

 **PETER (O.S.)**

Mary Theresa says hi.

 **AUNT MAY**

Where did you see her?

* * *

Peter runs into the kitchen.

* * *

 **PETER**

Their house.

 **AUNT MAY**

Oh, that's nice.

* * *

Gives his aunt a kiss on the cheek and runs upstairs.

May hears Peter's door close.

* * *

 **CUT TO:**

 **INT. PETER'S ROOM**

* * *

Peter locks his door and sits on his bed sifting through his backpack.

He removes his lunch box, takes out the thermos.

He removes his suit, with it in his hand he notices the tear caused by Rhino.

He forgot about it.

He opens the box with the new suit, grabs his cellphone and tries to come to terms with what he's about to do.

 **His mind is made up.**

 **FORWARD TO:**

Peter in the red & black suit.

Mask rolled up above his eyes.

On his cellphone he opens the police scanner app he used in the earliest days of Spider-Man, before Lucy.

Which is fitting because for the first time in months Peter will go out without Lucy's knowledge.

He turns off all the lights in his room, opens his window, looks to make sure no ones outside.

It's still sunny outside so this is incredibly risky on Peter's part.

 **EXT. PARKER HOUSE**

Spider-Man jumps from the second story window and dashes along the roofs.

He swings out the suburbs and finds the tallest building he can.

Hidden out atop a roof he pulls the phone out of the newly added pockets and opens the police channels. Just then:

* * *

 **VOICE ON PHONE:**

Never mind, the new spider guy is on the scene.

* * *

Spider-Man jumps into action, doesn't know where he's headed until the cop relays their location **"21st and Broadway"**

* * *

 **CUT TO:**

 **EXT. 21ST AND BROADWAY**

* * *

 **COP**

Thanks, buddy.

 **HARRY**

No problem.

 **COP**

I'm a fan of the white suit.

If you're not him then what's your name?

 **HARRY**

I don't know yet.

* * *

The cop closes the door on the perp. Harry hears something unusual.

* * *

 **SFX**

 ***THWIP***

* * *

Behind him on the pavement is a white web. He looks up and atop the roof is a **hologram of Spider-Man's face**.

* * *

 **CUT TO:**

 **EXT. ROOFTOP**

* * *

Harry stalks up the roof.

* * *

 **HARRY**

I know someone's here.

 **SPIDER-MAN**

Who are you supposed to be?

* * *

He turns to see Spider-Man.

He's shorter than he expected.

* * *

 **HARRY**

You're shorter than I expected.

Looks like I'm not the only one with new gear.

You get dressed up for me?

 **SPIDER-MAN**

Who are you?

 **HARRY**

Your replacement.

* * *

Good one, Peter thinks.

* * *

 **SPIDER-MAN**

I'm starting to suspect you're not wearing my suit because you're my biggest fan.

 **HARRY**

Wasn't even my idea. It has a mind of its own.

 **SPIDER-MAN**

If you're here to help people we can coexist.

 **HARRY**

I'm not here to help people.

Like I said, I'm here to replace you.

This city deserves a better class of hero.

 **SPIDER-MAN**

You think that's you?

 **HARRY**

I'm gonna upstage and overshadow you.

Delete you from their memories.

 **PETER**

Why!? What could I have done-

 **HARRY**

How about kill my father?

 **SPIDER-MAN**

I didn't kill...

* * *

He thinks.

* * *

 **SPIDER-MAN**

No.

The Goblin-

 **HARRY**

His name was-

 **SPIDER-MAN**

Norman Osborn, and you're Harry.

You're Harry Osborn

* * *

Saying the words doesn't make it any more real for Peter.

* * *

 **HARRY**

I'm guessing that answered any question you came to ask me.

I'm here to expose a murderer.

* * *

Harry walks away.

* * *

 **SPIDER-MAN**

W-wait

* * *

He keeps walking.

* * *

 **SPIDER-MAN**

Listen!

* * *

Harry stops at the roof's ledge.

* * *

 **SPIDER-MAN**

No matter what you think of me.

You have to always remember,

that with these powers you've been given, there must also come great responsibility.

* * *

Harry jumps from the roof.

Lucy was right, he should have stayed inside.

* * *

 **End Of Part One**

* * *

 **Up Next: I'll Cry If I Want To**


	7. I'll Cry If I Want To

_**7.) I'll Cry If I Want To:**_

* * *

Tears stream down Peter's sleeping face.

Then he wakes from the terrible nightmare.

The reality he awakens to isn't much better.

Harry Osborn is the imposter Spider-Man.

Once his best friend, once his only friend.

Now he's sworn vengeance for his father's death or **"murder"** in his eyes.

Peter would be worried about that if he wasn't SO VERY HUNGRY.

He gets out of the king sized bed he awoke in and leaves Norman Osborn's master bedroom in search of food.

* * *

 **CUT TO:**

 **INT. OSBORN MANOR**

* * *

While walking down the spiral staircase he yells.

* * *

 **PETER**

Mom!? Dad!?

* * *

He's off the staircase and sitting in the dining room.

His mother( **Mary Theresa Watson** ) enters(the audience applauds).

* * *

 **PETER**

Did you guys get my burgers?

 **MOTHER**

Absotootly!

* * *

She's wearing a poodle skirt and roller skates.

She places a tray in front of him with the following things on it:

a Burger wrapped in red checker print paper, a milkshake in a tall glass cup(2 straws), and a small plastic basket with big Belgian style french fries in it.

* * *

 **FATHER'S VOICE (Off Camera)**

Boy howdy, does that look good.

* * *

His father( **Otto Osborn** ) walks in and takes the pipe out his mouth to kiss his wife on the cheek(the audience goes "Oohhh!").

The dining room is starting to look more and more like a diner.

* * *

 **BROTHER'S VOICE (Off Camera)**

Hey lil bro, think fast!

* * *

His brother(Elementary School age **Harry Osborn** ) rides in on his skateboard.

He throws a football that Peter fails to catch and it knocks over his tray of food.

* * *

 **PETER**

Rats! Why'd you have to go and do that?

 **BROTHER**

Can it, pipsqueak! Guess what I'm about to go do, ya dweeb!

 **PETER**

I don't know.

 **MOTHER**

Of course, you do honey.

 **FATHER**

You know Slugger, he's going to go kill Spider-Man.

 **PETER**

No...b-but you can't!

* * *

The three members of his family are now surrounding him while he lays in bed. His Mom tucks him in.

* * *

 **MOTHER**

And why's that, snookums?

 **PETER**

B-b-because...because-

 **BROTHER**

Just spit it out!

 **FATHER**

Yeah Champ, we all know already.

 **PETER**

You do!?

 **SFX**

 _Bum, bum, bum, bum,_

 _Buh-Buh_

 **BROTHER**

Duh doy, you dunce! Everyone knows you're Spider-Man.

 **SFX**

 _Bum, bum, bum, bum,_

 _To-You_

 **PETER**

So you're going to kill me?

 **HARRY**

Obviously!

* * *

Peter starts to wake up to the sound of singing around him.

* * *

 **VOICES**

 _Happy Birthday_

 _To-You._

* * *

He awakes in his bed. His eyes start adjusting to the sunlight.

Surrounding his bed from left to right is:

His Uncle Linus, his Cousin Lucas, His Aunt May(holding a pink frosted cake with 16 candles), Mary Theresa Watson, Mary Jane Watson, Lucia Bordeaux, and Harry Osborn.

He must still be dreaming.

* * *

 **Up Next: Happy Birthday, Peter Parker(Seriously!?)**


	8. Happy Birthday,Peter Parker(Seriously?)

_**8.) Happy Birthday, Peter Parker(Seriously!?)***_

* * *

 ** _*A.K.A._** **"Run. Day. View."**

* * *

 **INT. PETER'S ROOM**

* * *

 **AUNT MAY**

Okay everyone, 3, 2, 1...

 **EVERYONE**

Surprise!

* * *

This catches Peter by surprise. Too preoccupied with all his Superheroics and the included distractions & diversions.

Peter had completely forgotten his birthday was this month and had definitely forgotten it was today, until about 3 seconds ago.

Peter quickly realizes he can't give any indication he forgot his own birthday, so he feigns surprise and hides his real surprise.

* * *

 **PETER**

This is amazing...I was beginning to think you forgot.

 **AUNT MAY**

Hurry, blow your candles out, before the wax ruins the icing.

Close your eyes and make a wish. Don't tell us what it is.

* * *

Peter closes his eyes, blows out all 16 candles and wishes this was all a dream.

When he opens his eyes he sees(from left to right):

His Uncle Linus

His Cousin Lucas

His Aunt(holding a pink cake with 16 blown out candles)

Mary Theresa Watson

MJ

Lucy

and

Harry.

* * *

It didn't come true.

* * *

 **AUNT MAY**

Lenny, now!

* * *

His Uncle Linus hands him a box decorated with balloons.

The kind of gift box without wrapping, with a lid on it; A type of box that usually contains clothing of some kind.

Inside Peter finds a red and grey striped robe. Peter pulls out the robe and notices the rest of the present.

Underneath the robe are pajama pants with... a familiar face on it.

* * *

 **AUNT MAY**

Do you like it or love it?

* * *

Peter looks to his Aunt.

* * *

 **PETER**

Boy, do I...man I just love it so much. Both of them...

* * *

He looks to Lucy and shares a brief moment with the only person who could truly understand the irony of this moment.

Peter switches from Lucy to Harry and soon realizes that was a mistake, so he looks back down at the Spider-Man pajamas in his hand.

His Aunt speaks and breaks what seemed to be a never-ending silence.

* * *

 **AUNT MAY**

Let's go back downstairs everyone and let him get ready.

* * *

As the guests shuttle out his room there's rambling in the air, some directed at the birthday boy, some directed at each other but all Peter hears is buzzing.

The moment hasn't become real in his head yet. Part post dream haze, part utter confusion.

How did he forget his own birthday? Why was Harry here? What w-

* * *

 **AUNT MAY**

Put a clean shirt on with your new jammies.

I'm sorry you won't get to shower...

 **PETER**

About that Aunt May, isn't it kinda early for-

 **AUNT MAY**

Early!? It's 3:30 in the afternoon.

You've been asleep all day.

 **PETER**

...

 **AUNT MAY**

Everyone arrived half an hour ago.

I had them waiting for as long as I thought courteous but we had to "get the show on the road".

That's why we softened the blow by singing and letting you open a present.

We had to wake you or you'd have slept "till the cows come home".

 **PETER**

Um, thanks then...I guess

* * *

He whispered that last part.

When the door closes Peter walks, rather old man like, to his bathroom.

Looks in the mirror, splashes some water on his face then does a crude job of washing it.

He dries it and the soft towel on his face is the best part of the day so far.

He keeps it there for a second. After lowering it, he notices in the mirror that he has bedhead but it seems appropriate for the day so he keeps it that way.

Back in his room, he grabs a fresh white shirt from the dresser. Before putting on the shirt he decides to apply some "body spray" because he figures they'll be lots of hugging(he specifically thought of MJ).

He continues to get dressed in the shirt and his new Spider-Man jammies.

With the stripped robe closed tight over his outfit, he starts the treacherous descent down to the living room.

 **INT. PARKER HOUSE - STAIRCASE**

As Peter walks(in no rush) down the stairs, he tries to put on his best "happy face" but it's nowhere to be found.

He reaches the portion of the stairs where the living room will come into view(and reversely he'll come into view of anyone in the living room).

Part of him still hopes he'll see no one there. No party supplies. No party guests.

Maybe just as he reaches the next step he'll be ripped into one of those alternate dimensions he's always reading about, maybe a dimension where everyone else forgot his birthday.

Heck, he'd even take a dimension where his birthday fell on a school day, anything to get him out this situation.

But as his foot hits that step, nothing happens he looks to his right and the gangs all still here.

All eyes on him.

He doesn't even notice the decorations, the letters spelling out " _Happy Birthday, Peter Parker_ ", just the feeling of their eyes on him.

Peter never wishes he was dead, his experiences taught him too much about the importance of life and it's fickle nature but if he's ever been close to thinking it, and truly meaning it, this was that moment.

He reaches the bottom of the stairs sooner than he'd had liked(since he liked to never reach it).

* * *

 **MJ**

Surprise!

* * *

Peter smiles, and gets an inclination that maybe everything doesn't "suck". The hand on his shoulder and the person he's looking up at extinguishes that feeling real quick.

* * *

 **HARRY**

Heya, bud. Been too long.

* * *

For a second he's just looking at Harry Osborn, the friend he hasn't seen in too long.

Not the son of Norman Osborn, a man who in a moment of ignorance turned himself into a villain hell-bent on destroying a hero.

A monster who self-destructed and who's son vowed to get revenge for that misconceived injustice.

A son who would do anything to get his hands on Spider-Man, but has no clue he's doing just that.

He then realizes he can't even look to Lucy because he's the only person on earth with the knowledge to enjoy this moment for all it's "suckage".

And all Peter can say is:

* * *

 **PETER**

Yup.

* * *

Harry goes in for a hug, and Peter will swear to this day that he did it in slow-motion.

While Harry moves towards him, Peter processes some more information and comes to the conclusion that everything does suck.

He hugs Harry back and hopes to feel Harry disappear between his fingers...He wants to disappear...Disappear to a desert where it's only him...Him and a lonely cactus...Or is it cacti when it's only 1...Maybe Mary Jane's there too...

* * *

 **AUNT MAY**

Now, presents!

Peter sit here.

* * *

Aunt May rearranged the living room furniture in a circle around the coffee table(which holds the birthday gifts).

The chair Peter just sat in, is at the apex of the circle. He feels the eyes back on him.

* * *

 **AUNT MAY**

Pick a gift, any gift.

 **PETER**

Even that one you just hid behind you?

 **AUNT MAY**

 **(smacks lips)**

Peter... obviously not.

* * *

Peter picks the shiniest box off the coffee table.

* * *

 **FORWARD TO:**

* * *

After 3 straight "duds" of gifts:

Tube socks, a t-shirt one size too small with graffiti that says "skate or die" and The Big Bang Theory Season 3 on DVD

(all of which were from his Uncle & Cousin and all of which he had to accept with a gracious smile).

Peter gets to the gift from Mary Theresa & MJ, it feels sturdy, and it's a promising shape.

He grasps at the wrapping and it gives, to show a clear rectangle case.

He dispatches the rest of the wrapping and sees, gleaming like the Master Sword in the sunlight, a limited issued _Gold_ Cartridge of "The Legend of Zelda" for NES.

His jaw is agape. No one can tell but in Peter's head, the "Ocarina of Time" _Item Get Music_ is playing. It took all the restraint in Peter's body to not hold it above his head like "Link".

* * *

 **MJ**

No smile, no thank you?

Do you hate it that much?

 **PETER**

I don't think words can express how I feel.

 **MJ**

Isn't that what words do...

 **PETER**

How much did this cost you!?

 **AUNT MAY**

You know it's not polite to ask the price of a gift, Peter-

 **THERESA**

 **(to Aunt May)**

Do you know she wouldn't even tell me...

 **MJ**

Mom!

Wait, Pete, you didn't read the card.

 **PETER**

Card? I didn't see a card.

 **MJ**

Oh no, I didn't forget the card did I?

* * *

Mary Jane looks at her Mom in distress.

* * *

 **THERESA**

I couldn't know, you wouldn't even let me help wrap the thing.

 **LUCY**

 **(mumbles something)**

* * *

This is the first noise Lucy has made all day.

* * *

 **AUNT MAY**

What's that honey? You'll have to speak up.

 **LUCY**

 **(still rather quietly)**

It dropped out when he was opening it.

* * *

Lucy points her freshly painted **(black of course)** finger, at a spot near Peter's shoe.

In the heaps of discarded wrapping paper beneath him, Peter makes out a card.

It's a White(actually off-white), slightly _textured_ card, with no inside or opening, just a front and back.

On the front:

Mary Jane has hand drawn an 8-bit illustration of Link, he's holding a piece of the "Triforce". Underneath the cartoon is _calligraphy_ writing, that reads:

 _It's dangerous to go alone!_

 _Take this._

On the reverse:

A single hand drawn 8-Bit Heart. Underneath this drawing is more(different style, but just as impressive)calligraphy, it reads:

 _Love Mary Jane._

 _-"MJ"-_

* * *

 **PETER**

Gosh...

 **PETER**

I don't deserve this.

* * *

MJ smiles, but when Peter looks at her she refuses to look back.

* * *

 **AUNT MAY**

What does the card say, sweetie?

 **PETER**

I-uh don't think you'll get it.

It's kinda an inside joke.

 **AUNT MAY**

Well okay then, Mr. And Ms. Secrecy.

* * *

This makes MJ smile harder, like the cheek hurty _embarrassment_ kind of smiling(but in a good way).

* * *

 **AUNT MAY**

Next present, we have to get past gifts so we can see the "outside surprise".

 **PETER**

Is it a car?

* * *

At this moment Aunt May let out the most disheartening laugh Peter has ever heard, a laugh that communicated that he would not now, or anytime in the near future, be getting a car.

* * *

 **FORWARD TO:**

* * *

5 more presents down(1 from Harry, 1 from Lucy, the rest from Aunt May).

From Harry: An Amazon Gift Card for $150, Peter made a "How much did you pay for this?" joke, only Harry & MJ laughed.

From Lucy: A cool looking red & black cellphone cover.

His Aunt has just placed the present she's been hiding, onto his lap. She sat down on the armrest to his chair.

It's a quite big, perfect square box, wrapped in blue paper with a red bow atop.

The bow comes undone smoothly with a pull of the tab. Peter removes the lid. Inside is:

A Vintage Jet Black Japanese Casio 35mm Camera, surrounded by a multitude of different Lenses, a flash unit and a few canisters of film

* * *

 **PETER**

Who is this from?

* * *

His Aunt hands him a card...with a familiar face on it.

* * *

 **PETER**

Impossible-

* * *

He opens the card to read it and everyone now sees what was on the cover.

* * *

 **MJ**

No freaking way!

 **THERESA**

Language, Missy.

 **PETER**

 **(Reading aloud)**

It has come to my attention your Birthday is forthcoming.

And while I cannot begin to try and repay the debt I owe you.

I can give you this tool I believe could help you on your journey to the great heights I know you can and will reach.

-Love Unconditionally & Confidentiality, Your Friendly Neighborhood Spider-Man

 **MJ**

Wow...I wish I got presents from Superheroes.

 **HARRY**

What kind of closing is that!?

Love unconditionally!?

What's with him!?

 **MJ**

He's a Superhero, Harry.

They're sappy and sentimental.

 **HARRY**

Some hero...

* * *

Harry didn't whisper that as much as he thought.

* * *

 **AUNT MAY**

Now, now. All the kids outside...

 **PETER**

Kid? Hey, I'm a man now.

* * *

Seemingly everyone laughs.

* * *

 **AUNT MAY**

Now kids, outside for one last "surprise",

then like Marie Antoinette said, "We can eat cake.".

 **THERESA**

Ooh, I love that movie.

* * *

 **CUT TO:**

 **EXT. PARKER HOUSE - BACKYARD**

* * *

Now imagine the scene: After being told of a surprise Harry, MJ, Lucy, and Peter(Cousin Lucas was there too) go out back and see hanging from a tree:

* * *

 **PETER**

 **(deflated)**

A Pinata?

 **HARRY**

I haven't seen a Pinata in years.

 **MJ**

A Spider-Man pinata!? How adorable.

* * *

Yes, a Spider-Man Pinata. You can't make this stuff up.

* * *

 **HARRY**

Where's the stick?

* * *

Aunt May hands Harry, Peter's old baseball bat from Little League tryouts.

* * *

 **AUNT MAY**

Where did I put the blindfolds?

A moment, I knew I was forgetting something.

* * *

Aunt May returns to the house in search of the bandanas.

A sinister smile comes across Harry's face. Peter doesn't need his Spider-Sense to know what happens next.

* * *

 **PETER**

Oh boy.

* * *

Harry approaches the Pinata and without hesitation smashes it to the ground.

While it's on the ground he continues to hit it again, and again, and again...

* * *

 **MJ**

Umm, what's wrong with this picture?

 **PETER**

I can think of a few things, but I'm guessing you have something specific in mind...

 **LUCY**

Where's the candy?

 **MJ**

'Zactly.

 **AUNT MAY**

 **(coming from inside)**

Kids, don't start. I've made a terrible mistake...

* * *

Aunt May returns with the unopened bags of candy.

* * *

 **AUNT MAY**

Oh no.

 **PETER**

This is the best Birthday ever.

 **AUNT MAY**

What was that, honey?

 **PETER**

I said, "Let them eat cake.".

 **AUNT MAY**

Let who eat cake, honey?

* * *

Harry is still hitting the Pinata.

* * *

 **FORWARD TO:**

 **INT. PARKER HOUSE - KITCHEN**

* * *

After being denied the bags of candy(because it would quote "Ruin his appetite."), Peter was ushered into the kitchen.

The original plan Aunt May made was after "the kids" "played" with the pinata, everyone would enjoy Pizza.

Of course, given the nature of the day, the Pizza is running very late, so She decided to move straight to the dessert.

Aunt May had to arrange a hodgepodge of chairs(including the love seat from the living room) around the relatively small kitchen table.

Peter is cutting the first slice of cake. This cake would turn out to be another high point of the day, it's an Aunt May specialty:

2 layer strawberry cake with vanilla frosting, freshly sliced strawberries in the middle of the layers and atop the cake.

Nothing else of note happens while eating except Peter learns Harry's Uncle Otto will be picking him up in a while because they have a press conference.

* * *

 **FORWARD TO:**

 **INT. PARKER HOUSE - LIVING ROOM**

* * *

Peter is smiling and socializing, biding his time for an opening to end this nonsense.

He heard his cousin say something about missing a wrestling thing on the internet today, Harry then said something about something.

Peter figures if he can get rid of some guests, specifically his Uncle and Cousin, then ditching this scene should be much easier. Peter corners Lucy and whispers:

* * *

 **PETER**

Make it seem like you need to go home soon.

 **LUCY**

Why? What are you planning?

 **PETER**

A jailbreak.

* * *

A hand on his shoulder-

* * *

 **HARRY**

Mind if I cut in? Not interrupting anything important am I-

 **PETER**

Not at all

 **(To Lucy, loud enough for his Aunt to hear)**

Ask your dad if you can stay a little longer.

 **LUCY**

...

 **LUCY**

Right.

* * *

Lucy goes outside and pretends to use her phone.

Harry and Peter go upstairs because Harry told him they needed to be alone, which was news to Peter.

* * *

 **CUT TO:**

 **INT. PETER'S ROOM**

* * *

 **HARRY**

First off sorry for the crappy ***** gift, it was on short notice.

 ***** Harry didn't say crappy.

 **PETER**

No worries, especially since I wasn't really expecting to get any gifts today.

Plus, I needed more comic books anyway.

 **HARRY**

Where'd you get comics... oh I see.

* * *

Peter notices Harry is acting oddly erratic, like during their walk upstairs he downed a bunch of energy drinks.

* * *

 **HARRY**

To be honest, I wasn't even going to show today.

I got the invitation when I was in a bad place, but a lot has changed for me in an extremely short amount of time.

* * *

You can say that again, Peter thinks.

* * *

 **HARRY**

I'm about to show you something very weird, but it should make up for that crappy gift *****...

 ***** Harry still didn't say crappy.

* * *

Please Harry, don't do what I think you're about to do, Peter thinks.

* * *

 **HARRY**

You might want to sit down 'cause I'm gonna blow your freaking ***** mind.

 ***** Harry didn't say freaking.

* * *

Peter sits on his bed and the thing he thought was going to happen, happens. Just not in a way he could have imagined.

Harry spreads his arms straight out, closes his eyes and clenches his fists. The leather jacket he's wearing, turns white, so does his pants, his face.

* * *

 **CUT TO:**

 **EXT. PARKER HOUSE**

* * *

Lucy is playing snake on her cell phone. A car pulls up. **A nice car.**

Out steps(after the chauffeur opens the door) Otto Osborn, Lucy recognizes the face but has never seen him in person.

* * *

 **OTTO**

Am I at the right house?

I'm here for my Nephew Harry.

* * *

Lucy nods. She opens the door and doesn't really "lead" Otto inside, its more like she retreats inside and leaves the door open for him.

Coincidentally, as the pair is walking into the house, Harry and Peter are coming down the stairs.

Also coincidentally, Peter is now the one with the white face.

This is evident in the picture Aunt May took of them seconds later.

She wanted a picture of "the kids" so Peter geared up his new camera, Otto casually mentioned they're "on a schedule", Lucy had to be coerced into having her picture taken, and when they all got underneath the happy birthday banner, MJ decided she wanted her hair up, so she ran to her bag and grabbed a scrunchie then got back in place slightly closer to Peter.

The picture was taken and Harry & Otto left.

* * *

 **CUT TO:**

 **INT. TOWN CAR**

* * *

Otto puts up the partition. Out his attache case, Otto pulls a yellow binder.

* * *

 **OTTO**

 **(handing binder to Harry)**

You don't need to remember everything verbatim.

Just get out the basic idea of each point. The gist.

 **HARRY**

Lines? I thought you wanted it to come from the heart?

 **OTTO**

I do, and it will. This is only a formality.

Your father always had a script but was a master at taking only what he needed. You'll get there.

 **HARRY**

This even has the answers to the press questions?

How could you know who's going to ask what?

 **OTTO**

Come on, boy. It's a conference, it's all show business.

You don't believe they spend all that time writing speeches for the President only to let him answer a barrage of questions with no rehearsal?

Start from the first bullet point.

 **HARRY**

 **(clears throat)**

* * *

 **CUT TO:**

 **INT. PARKER HOUSE - LIVING ROOM**

* * *

Peter has successfully gotten his Uncle & Cousin to leave.

It was actually genius, Peter thought. He "accidentally" played a wrestler's "entrance music" on his phone, sparking a conversation and reminding his cousin of the wrestling match he wanted to watch.

Things started to backfire when his Uncle Linus suggested watching it in Peter's room but lucky for Peter they could only watch it on a Television if they had a video game console and a subscription to a network.

So, his Uncle & Cousin left and got the second genuine smile out of Peter today, as he smiled and waved while watching them drive away in their mini-van.

Currently, his Aunt May & Mary Theresa sit in the kitchen chitchatting while Lucy, MJ & Peter sit in the living room ragging on the gifts his Uncle & Cousin got him.

Peter keeps trying to signal Lucy to mention she has to get going but she's not noticing him because, to her surprise, MJ is actually pretty funny.

* * *

 **MJ**

I was just telling Peter this the other day.

So, I'm really into journalism...

 **LUCY**

I didn't know that...

 **MJ**

Yeah, and I tell Theresa one day, I say, "I've been thinking about a career in journalism"

In her mind, this means I want a fluffy pink diary.

She gives me it and tells me to write about, her words, "Mcdreamy".

 **LUCY**

Here's one for you, my dad asked me if he should look for concert tickets for "That band I'm always talking about"

He asks "When does Nirvana go back on tour?"

 **MJ**

 **(laughs*)**

 ***** real

 **PETER**

A great man once said, "Parents just don't understand."

But speaking of your father...Lucy...

 **MJ**

What about her father?

 **LUCY**

I don't know... he's oblivious?

* * *

Peter gives her "a look".

* * *

 **LUCY**

I forgot, he told me I have to be home-

 **MJ**

So that means your staying-

 **LUCY**

Ha ha.

 **PETER**

Hilarious, but you know what isn't funny?

Disobeying parents. So you should probably get going.

 **MJ**

Gosh Pete why are you being such a square?

 **PETER**

C'mon MJ even if I had an exponent of 2 I wouldn't be a square.

 **LUCY**

He's right I should get ready to go.

 **MJ**

Aw Pete, you're such a party pooper. *****

 ***** with a Jersey accent*

 **PETER**

It's my party, I'll poop if I want to.

* * *

Lucy rises from her seat.

* * *

 **LUCY**

Now I feel extra awkward asking you where the bathroom is.

 **MJ**

 **(pointing)**

It's down that hall on the right.

 **LUCY**

 **(To Peter)**

I'll only be a sec.

 **PETER**

Take all the time you want, sit back, relax, kick your feet up.

 **LUCY**

Ew,

 **(laughs)**

* * *

Lucy follows the directions, leaving Peter & MJ on the couch.

* * *

 **MJ**

You know if you were a gentleman you would've showed her the way.

 **PETER**

You're right... but I'm a creep...I'm a weirdo...

 **MJ**

Pete-

 **PETER**

What the heck am I doing here...

 **MJ**

...

 **PETER**

I don't belong here...

 **MJ**

Are you-

 **PETER**

I don't belong here. Alright, I'm through... but since I'm such a creep, I'll make it up to her by walking her home.

 **MJ**

And leave me here alone?

 **PETER**

No, you'll be with your Mom...at home.

 **MJ**

You're ditching me?

 **PETER**

No, I'm ditching this, and I use the term very loosely, "party". Hear me out...

 **MJ**

...

 **PETER**

I'm going to tell my Aunt May I have to walk Lucy home, you tell your mom you want to leave.

I'll get my NES from Lucy, because she's the friend I lent it to, then I'll bring it over to your house and we can play the Gold Legend of Zelda you got me.

 **MJ**

Play it!? You have any idea how much that cost?

 **PETER**

No, how much?

 **MJ**

It doesn't matter. Do you remember what you said yesterday?

 **PETER**

Like...everything?

 **MJ**

No, you know what I mean! You said we'd hangout.

 **PETER**

Don't you see that's what I'm tryna do?

Make it that the two of us can hang, not the 3 of us.

So, if anything, I'm ditching Lucy.

 **MJ**

Hmm, you really aren't a gentleman... but I'll see where this goes.

There's no freaking way I'm letting you play that game, so pick another.

 **PETER**

Let's see, I have...Crash n' the Boys.

 **MJ**

I hate that game.

 **PETER**

Yeah, it sucks. We can play, Clash at Demonhead.

 **MJ**

That game is only 1 player. You're terrible at this. We'll play Kirby. Do you still have it?

 **PETER**

Yep.

 **MJ**

And I get to be first controller.

 **PETER**

Evil stipulation, but it's a Deal.

 **MJ**

No, it's a promise.

* * *

Mary Jane extends her hand with her pinky out.

* * *

 **PETER**

Man, it's been a long time. Let me see if I remember how this goes.

* * *

Peter wipes his palm on his Spider-Man PJ's, then locks his pinky with hers.

* * *

 **PETER**

Alright then, Operation: "Party Pooper" is in full effect.

* * *

A thought passes Peter's mind:

He's keeping an abnormal amount of secrets today, Lucy doesn't know he's promised to ditch her for MJ, MJ doesn't know Lucy is lying about having to be home, Lucy doesn't know Harry Osborn is the imposter Spider-Man, Harry Osborn doesn't know Peter knew about him being the imposter Spider-Man, Harry certainly doesn't know Peter's Spider-Man ***** and Aunt May doesn't know anything.

 ***** Only 4 living people know: Lucy, Nick Fury, Tony Stark and Steve Rogers.

Peter thought of all this(including the asterisk) in the time span between finishing the pinky promise with MJ and the moment he heard Lucy leave the bathroom(which wasn't much time at all).

Peter would also think about all this later while laying awake on MJ's couch, and be quite impressed with how he kept his composure but we're getting ahead of ourselves.

* * *

 **CUT TO:**

 **INT. PARKER HOUSE - KITCHEN**

* * *

 **AUNT MAY**

Yes, kids?

* * *

"The Kids" Peter, Lucy & MJ interrupt "The Adults" conversation.

* * *

 **PETER**

Lucy has to leave.

 **AUNT MAY**

That's too bad, honey.

 **LUCY**

Yeah...

 **PETER**

Yeah... and I have to walk with her.

 **AUNT MAY**

Why?

* * *

Rats! Peter hadn't planned for this.

* * *

 **PETER**

Well, you see... I-I need to get my Nintendo. Yep, that's the reason.

 **AUNT MAY**

Oh, okay.

 **THERESA**

If you need a ride to-

 **(To Lucy)**

Sorry dear, what's is your name?

 **LUCY**

 **Lucia.**

 **THERESA**

What a gorgeous name-

 **(To Peter)**

If you need a ride to Lucia's house, I can take you.

 **PETER**

If there's a good reason why'd I'd decline that offer, I can't think of one.

* * *

 **CUT TO:**

 **INT. THERESA'S CAR**

* * *

 **Nothing happened during the car ride.**

 **Absolute nothing.**

 **It was like driving in a vacuum.**

 **It was dismal.**

 **It was the abyss.**

 **Historically, it shall be known as the place conversation went to die.**

* * *

 **CUT TO:**

 **EXT. LUCY'S HOUSE**

* * *

Peter grabs his backpack out Theresa's car and closes the door. Mary Theresa rolls her window down.

* * *

 **PETER**

You can leave I'll walk home.

 **THERESA**

Why would you do that?

* * *

Man, why do people keep questioning me? Alright, I need a great lie..., he thinks.

* * *

Just then, MJ nudges her mom.

* * *

 **MJ**

Leave them, obviously, they want to be alone

* * *

Theresa looks at Peter & Lucy on the lawn, Lucy is zipping up his backpack for him *****.

* * *

 **THERESA**

 **(yelling out window)**

Is there an adult home?

 **PETER**

Yes, Mrs. Watson ******.

* * *

Theresa starts to pull away. MJ rolls her window down.

* * *

 **MJ**

 **(yelling out window)**

Nice talking to you Lucy!

* * *

Lucy waves and smiles *******.

* * *

 **MJ**

 **(yelling out window)**

Peter, promise!

 **PETER**

 **(yelling)**

Promise!

 **LUCY**

What's "promise" mean?

 **PETER**

Just an inside joke.

* * *

 ***** Because Peter didn't notice the red & black sleeve falling out.

 ****** Peter forgets this is a lie.

 ******* It looked very out of character but was real.

* * *

 **CUT TO:**

 **INT. ROOM**

* * *

 **PETER**

You need to sit down.

 **LUCY**

Um, why-

* * *

Peter grabs her by the shoulders and sits her on her bed.

* * *

 **PETER**

Alright, hold onto your butts.

Harry Osborn is the imposter Spider-Man.

 **LUCY**

 **(Jaw drops almost literally to the floor)**

 **PETER**

Before you ask how, or when, or say anything, let me finish saying everything I know.

I'll say done when I'm done. Just don't talk until then.

 **PETER**

Here we go, Last night after leaving here I went out in the new Suit and intercepted a police radio transmission saying that Imposter-Man was saving someone from something.

I got his attention with the nifty hologram installed by Tony Stark. He met me on a roof and we talked.

 **LUCY**

You talked-

 **PETER**

Not even close to done, so... right.

We're on the roof, he says something like I'm short, I basically call him a jerk, he blames me for the Goblin's death, tells me the Goblin was his father and I realize it's Harry.

I go home, cry into my pillow, fall asleep, have a nightmare, wake up, there you guys are, Surprise! It's my birthday.

Big surprise since I had forgot my birthday was this month but no time to think of that because to my right is the guy who hours before told me he would expose me, me, Spider-Man.

I open this ridiculous box guess what I see, no need to guess you were there.

Forward to the pinata, what Harry did, you remember, of course you do, you were there.

Forward to me talking to you, who cuts in? Harry Osborn, who is now in competition for both best and worst friend in the history of history.

Because he gets powers, albeit stolen powers, and you know what he does with them?

He tells me about them, tells me Peter Parker, not me Spider-Man, not only tells me, but he shows me.

Because unlike me, he doesn't have to find a closet, public restroom or freaking phone booth if those still exist.

He can just magically transform into his white spider guy Suit, by spreading his arms. I would say done, but it's not done, Lucy, I'm still living this day, Lucy, please say something, Lucy-

* * *

A beat of them just staring at each other.

* * *

 **LUCY**

Did you say you forgot your birthday?

 **PETER**

...

* * *

Peter laughs.

Still laughing.

Laugh.

* * *

 **PETER**

At least I didn't forget to put candy in the pinata.

* * *

Lucy laughs.

* * *

 **LUCY**

I guess we don't need to watch that Oscorp press conference after all.

 **PETER**

Oh right, I should have said spoiler alert.

* * *

Lucy laughs.

Peter laughs.

This goes on for a while.

They make jokes, discuss the logistics of Harry's suit, eat some ice cream sandwiches and eventually turn on the Oscorp press conference.

Only to see a face that makes them both say:

* * *

 **PETER**

Ew.

 **LUCY**

Ew.

 **J. JONAH JAMESON(ON TV)**

Are we on? J. Jonah Jameson here, in front of Oscorp Labs awaiting news about the mysterious new vigilante that TDB broke the news on yesterday evening.

We're still waiting on Otto Osborn... and here he comes as if on cue.

* * *

Otto walks to the podium.

* * *

 **LUCY**

Weird...I was just looking at him, he looks different on TV.

 **PETER**

Two words: Make-up.

* * *

 **CUT TO:**

 **EXT. ROOF**

* * *

From this height they all look like ants, Harry thinks.

He's perched on the roof wearing his white spider guy Suit.

* * *

 **CUT TO:**

 **INT. ROOM**

* * *

Peter licks the melting ice cream from the bottom of the ice cream sandwich.

* * *

 **OTTO(ON TV)**

I'll let him introduce himself.

* * *

The crowd mummers

* * *

 **LUCY**

Here we go.

 **PETER**

I'm pretty sure I've already gone.

* * *

 **CUT TO:**

 **EXT. ROOF**

* * *

 **VOICE BEHIND HARRY**

You're on.

* * *

Harry jumps from the roof.

* * *

 **SFX**

* **FWHIP** *

* * *

He lands on the stage.

Cameras flash.

He walks to the podium.

As he walks his Suit(super) turns into a suit(traditional).

Harry Osborn reaches the podium and speaks into the microphone.

* * *

 **CUT TO:**

 **INT. ROOM**

* * *

 **LUCY**

Your suit looks better.

 **HARRY(ON TV)**

 **(clears throat)**

Um, hello. If you don't know my face, my name is Harry Osborn, the son of Norman Osborn.

 **(a beat.)**

That name may not mean what it once did, but above all else, Norman Osborn was a scientist, a philosopher, and an artist.

Without him, I wouldn't be here.

And not just in the meaning that he's my father.

Without Norman Osborn, the advancements we show you today would have never come to fruition.

And I would never be here attempting to take up the moniker of "hero".

In fact, I'm going to say it now, I am not here because I feel I am somehow more "righteous" than anyone else.

I will not impose my personal brand of justice on the city.

I will work for this city.

That's why I'm not hiding behind my mask.

 **PETER**

Was that directed at me?

 **HARRY(ON TV)**

I will work in compliance with the Sokovia Accords.

 **PETER**

What a sell-out.

 **HARRY** **(ON TV)**

In fact,

* * *

Harry pulls something out his inner jacket pocket. It's a laminated card.

* * *

 **HARRY**

As of 10:20 today, I am officially registered in the state of New York under the name, Anti_Venom.

Because I promise I will cleanse this city of all poison.

 **PETER**

Am I supposed to be the poison? Turn this off.

 **OTTO(ON TV)**

We'll be taking questions.

 **PETER**

Seriously, I don't want to watch this anymore.

 **OTTO(ON TV)**

Yes, you.

 **J. JONAH JAMESON(ON TV)**

J. Jonah Jameson of The-

* * *

Right as Lucy goes to turn the TV off, something unexpected happens.

* * *

 **SFX(ON TV)**

 ***SKREECH***

 **VOICE(ON TV)**

YOOOOUUUU!

* * *

 **CUT TO:**

 **EXT. STAGE**

* * *

Harry and Otto stand behind the podium looking up at the 2 men dressed in advanced metal suits floating in the sky.

The villain on the left has steel wings that are hovering him the air with a jet engine under each wing.

The other is riding a board with the same technology, intense flames protrude from the bottom of the board.

Their engines make an atrocious noise and fill the air with a horrible metallic smell.

The reporters scatter.

* * *

 **WINGED VILLAIN**

We's hated when there was only one of yous.

 **BOARD RIDER**

We's don't care what ya color is, we's gonna fry you Spidah.

* * *

A blare in Harry's head unlike anything he's ever felt.

His suit materializes, instinctively he pushes his Uncle out the way, leaps in the air then webs the Winged Villain.

* * *

 **SFX**

 ***FWHIP***

 **WINGED VILLAIN**

Let's take yous for a ride

* * *

The Winged Villain blasts off with Anti_Venom attached.

The Board Rider shoots at Anti_Venom while he dangles. The gun he wields makes almost as bad a noise as his board.

* * *

 **SFX**

 ***GGSH!***

* * *

 **CUT TO:**

 **INT. ROOM**

* * *

Lucy has her eyes closed and her back turned as Peter switches from his school clothes(what he put on to drive here) into the red/black Suit.

* * *

 **SPIDER-MAN**

I forgot the headset so we can't talk-

 **LUCY**

I built one into the mask.

 **SPIDER-MAN**

Cool-

* * *

He opens the window.

Lucy opens her closet, the computers pop out and immediately start to blare with sirens and red lights.

* * *

 **VOICE ON COMPUTERS**

 ***Hostile Enhanced Reported.***

 ***Hostile Enhanced Reported.***

 ***Hostile Enhanced Reported.***

* * *

She sits at her desk and disengages the message.

* * *

 **SPIDER-MAN**

Luce-

 **LUCY**

Yeah?

 **SPIDER-MAN**

Thanks for the camera by the way.

* * *

He jumps out the window and sprints across the roofs, throws in a few flips here and there to break the suit in more.

He web swings in the direction of Oscorp Labs.

* * *

 **LUCY(O.C.)**

Bear with me, there's no way for me to know his exact position.

* * *

 **CUT TO:**

 **EXT. DOWNTOWN**

* * *

 **ANTI_VENOM**

 **Woah! Oh no!**

* * *

A sharp turn by the Winged Villain sends the hanging Harry barrelling towards a skyscraper.

 **ANTI_VENOM**

 **Frick!***

 ***** Not frick.

 **SFX**

 ***TCHSS!***

* * *

 **INT. OFFICE**

* * *

Harry crashes through a window, detaches from his web and is currently face down on a collapsed cubicle.

A crowd of employees stand and stare.

* * *

 **EMPLOYEE #1**

Spider-Man!

* * *

Harry gets to his feet.

* * *

 **EMPLOYEE #2**

That's not Spider-Man.

* * *

An employee takes out their phone and snaps a picture for "Twitter", another films it with "Periscope".

* * *

 **ANTI_VENOM**

 **Why are you people even working on a Saturday!**

 **SFX**

 ***FHOOSH!***

* * *

The Board Rider hovers in front the shattered window.

* * *

 **ANTI_VENOM**

 **Run!**

* * *

Time seems to slow down as the villain pulls the trigger of his energy weapon.

Harry rolls out the way of the shot and pounces twice towards the window.

Feet first he comes vaulting out the window and kicks the Rider in the face.

However, it doesn't knock him off his board.

The Rider's metal suit is connected to the board by the feet, but the stomp sends him spiraling out of control.

Harry didn't really think this attack through since he's currently falling fast towards the street.

He gets his bearings back and webs the side of the building.

The slack of the web swings him around the corner, where he coincidentally and literally bumps into Spider-Man.

* * *

 **SFX**

 ***THUD!***

* * *

They fall to a roof, Spider-Man lands on his feet, Harry not so much.

* * *

 **LUCY(O.C.)**

What was that rustle!

 **SPIDER-MAN**

This idiot-

 **ANTI_VENOM**

 **What are you doing here!?**

 **LUCY(O.C.)**

Was that Harry?

 **SPIDER-MAN**

Yeah, he attacked me.

 **ANTI_VENOM**

 **Don't flatter yourself, you're not worth my time.**

 **SPIDER-MAN**

Funny, I was thinking the same thing.

I changed my mind, I think I will let these guys fry you. Peace out.

 **LUCY(O.C.)**

Spider-Man.

 **SPIDER-MAN**

What!? He started it.

 **ANTI_VENOM**

 **Who are you talking to?**

 **SPIDER-MAN**

Mind your business-

 **ANTI_VENOM**

 **That's what I was doing, who called you-**

 **SFX**

 ***FHOOSH!***

 **SFX**

 ***ZWOOM!***

* * *

The 2 Villains ride up to the roof.

* * *

 **WINGED VILLAIN**

Puhpare-

 **SFX**

 ***THWIP***

* * *

Spider-Man webs his mouth.

* * *

 **SPIDER-MAN**

No monologue today.

 **SFX**

 ***THWIP***

* * *

Spider-Man Webs the gun in the Board Rider's hand and yanks it to the roof floor where it breaks, letting out one last sizzle.

* * *

 **SPIDER-MAN**

Take note Rookie, disarm is lesson one.

* * *

Spider-Man Switches his Web shooters to High Tensile, webs the chest plate connected to the Wings of the villain.

He pulls the Winged Villain towards the roof and uses the momentum to hurl himself onto the Villain.

He hops to the villain's back and grabs a hold of his wings.

* * *

 **SPIDER-MAN**

Yip-yip! Let's go for that ride.

 **(To Anti_Venom)**

Feel free to attack yours at any time.

* * *

The Winged Villain is bungling with Spider-Man on his back.

Harry webs the Board Rider and tries to pull him down but the Rider rockets off with Harry attached.

Spidey is still struggling in the air with the Winged Villain.

* * *

 **SPIDER-MAN**

Ow!

* * *

The jets start to rev up as the Villain finally comes to his senses after the surprise attack.

A hinge connects the 2 wings to the base of the suit, it looks flimsy.

* * *

 **SPIDER-MAN**

Hey, uh, whatever your name is, what do you think will happen if I pull this?

* * *

He pulls the wing and it rips clean off. The detached wing goes flying off.

Their trajectory is thrown out of whack, the engine on the remaining wing tries to compensate and sends them dashing to the right.

Spider-Man wraps his arm around the neck of the Villain and pulls off the other wing.

They plummet to the roof, Spider-Man turns his body so he takes the brunt.

* * *

 **SPIDER-MAN**

 **(brushing self off)**

That's it? You don't have like a plan b or a phase 2?

Such a pushover.

* * *

The Villain crawls in the gravel.

He rips the web off his mouth.

* * *

 **DEWINGED VILLAIN**

Yous gonna get whats-

* * *

Spider-Man webs his mouth again, but it's on High Tensile so it chips a tooth(but still shuts him up).

* * *

 **SPIDER-MAN**

Don't I know you? Haven't I handed your butt to you before?

* * *

The Villain continues to crawl.

* * *

 **SPIDER-MAN**

Lucy, you there?

 **LUCY(O.C.)**

Here.

 **SPIDER-MAN**

I feel like I've seen this guy somewhere before.

I don't recognize the suit, but his ugly mug is familiar.

 **LUCY** **(O.C.)**

I'm patching into your eye cameras.

 **SPIDER-MAN**

You don't have to tell me every time.

 **LUCY(O.C.)**

I know, but it feels intrusive.

* * *

 **CUT TO:**

 **INT. ROOM**

* * *

Her monitors display Spidey's POV of the roof and the crawling villain.

With a few taps, she boots-up some software.

* * *

 **LUCY**

Facial recognition ongoing-

What did you do to his mouth?

* * *

 **CUT TO:**

 **EXT. ROOF**

* * *

 **SPIDER-MAN**

You ask me the web is a massive improvement.

 **LUCY(O.C)**

Got a hit-

He's the bankrobber, the one with the Rhino a couple days ago!

 **SPIDER-MAN**

A couple days ago!?

I need a calendar, that feels like months ago.

 **LUCY** **(O.C.)**

I'm looking at his arrest record now, petty thug, F. Miller is his name, AKA Buzzard. Runs with Yancy Street.

 **SPIDER-MAN**

Buzzard is no name for a Supervillain.

 **LUCY(O.C.)**

And according to this, he's still in lockup.

 **SPIDER-MAN**

Curious.

* * *

Spider-Man webs Buzz and proceeds to pulls him toward his feet, he slides him through the gravel while Lucy speaks

* * *

 **LUCY(O.C.)**

The report those 2 cops wrote says S.H.I.E.L.D took the bankrobbers to enhanced lockup with The Rhino.

* * *

He kneels and rips the web off Buzz's mouth(which is bleeding).

* * *

 **SPIDER-MAN**

Got some questions, Buzzard.

Why aren't you in jail?

 **BUZZ**

Eyes ain't talkin tuh you.

 **SPIDER-MAN**

Yes you are, or did you just say that to yourself?

 **BUZZ**

Yous now what I's mean.

 **SPIDER-MAN**

Barely when "yous" add an "S" to every word.

 **BUZZ**

Yancy Streets gonna zap you, Spidah.

 **SPIDER-MAN**

Where do the Yancy Street boys keep getting this tech?

 **BUZZ**

Heh, yous got more enemies than you know, Scuzz.

 **SPIDER-MAN**

Alright, last question, what do you want your Supervillain name to be?

"The Buzzard" just doesn't cut it.

 **BUZZ**

...

 **SPIDER-MAN**

I'm thinking something insect related, maybe "The Human Fly" or "Fly-Man".

 **BUZZ**

...

 **SPIDER-MAN**

Butterfly-Man? I got it Firefly-Man, because like the TV show I pulled you off the air.

 **BUZZ**

...

 **SPIDER-MAN**

More like "out" the air...

 **BUZZ**

...Yous know sumthin, Spidah? Yous talk too much.

 **SPIDER-MAN**

Maybe, but do "yous" know something? Do "yous" know what they call a Fly with no wings?

 **BUZZ**

...

 **SPIDER-MAN**

A walk.

 **BUZZ**

...

 **SPIDER-MAN**

Or in your case, a crawl.

 **BUZZ**

Can't buhleave I's was served by yous.

 **SPIDER-MAN**

Twice.

 **LUCY(O.C.)**

Harry is causing a lot of trouble reigning that other guy in, reports coming in from all around Downtown.

 **SPIDER-MAN**

Alright, I'll web this guy up. Time to save the city, from the guy "saving the city".

* * *

Spider-Man webs Buzz up in a cocoon of web and grabs him under one arm.

* * *

 **SPIDER-MAN**

Let's go for another ride.

* * *

He swings down the streets with the villain in tow.

* * *

 **EXT. DOWNTOWN**

* * *

 **LUCY(O.C.)**

How could S.H.I.E.L.D. make a mistake like this?

And what did he mean by "You have more enemies than you know."?

Wait, look at this!

* * *

As he web swings, a small video starts to play in the middle left of Spider-Man's vision.

* * *

 **SPIDER-MAN**

When did you add this feature?

The future is now.

* * *

The video is a live stream J. Jonah Jameson is doing Downtown.

He's broadcasting live from his phone to The Daily Bugle's social media.

* * *

 **SPIDER-MAN**

I don't like this show can we turn the station?

 **LUCY(O.C.)**

Listen!

 **J. JONAH JAMESON**

We've lost him again, my assistant isn't exactly in running shape so I apologize for the camera work.

 **ASSISTANT**

Hey-

 **J. JONAH JAMESON**

Don't hey me, you know how you look.

* * *

The Assistant filming with the phone stops.

* * *

 **ASSISTANT**

I don't have to take this, you don't pay me enough for all this.

 **J. JONAH JAMESON**

You get paid what you're worth.

 **ASSISTANT**

That's it I quit-

 **J. JONAH JAMESON**

You can't quit because your butt ***** is fired! Give me my phone!

 ***** Different word, same idea.

* * *

J. Jonah Jameson grabs his phone and films himself running down the street.

* * *

 **J. JONAH JAMESON**

Sorry, about that folks, trimming the fat.

Speaking of fat trimming, I hope all that cardio paid off.

I think I spotted him going towards Fruitvale-

 **SPIDER-MAN**

I got a street name, can you please turn him off now.

* * *

The video disappears from his sight.

* * *

 **SPIDER-MAN**

This guy is actually getting kinda heavy.

We need some kind of asylum I can drop these guys off at.

 **LUCY(O.C.)**

Are you carrying the villain?

 **SPIDER-MAN**

What was I going to do leave him on the roof?

 **LUCY(O.C.)**

Where would he go?

 **SPIDER-MAN**

He was crafty enough to break out of lock up, right?

 **LUCY(O.C.)**

Fair.

* * *

 **CUT TO:**

 **EXT. DOWNTOWN - SIDEWALK**

* * *

The Board Villain rides for his life down a sidewalk.

The pedestrians run in peril.

From the sky, Anti_Venom tackles the Rider.

Harry rips his claws into the metal chassis on the villain's chest, the board stays on.

Then he hacks away at the metal frame on his legs, the board stays on.

In his attempt to stop the villain he's slicing parts of the Rider's skin.

The flames on the board start to flicker.

* * *

 **BOARD RIDER**

Stop! This ain't sposed to go like this.

 **ANTI_VENOM**

 **What are you talking about!?**

 **BOARD RIDER**

Ask your Uncle-

* * *

A hand grabs Harry's arm and forcibly pulls him off the villain.

* * *

 **ANTI_VENOM**

 **Don't you ever touch me!**

 **SPIDER-MAN**

You were going to kill him-

 **ANTI_VENOM**

 **Yeah, how bout you next!**

* * *

Spider-Man drops the webbed Villain draped around his shoulder.

* * *

 **SPIDER-MAN**

I'd like to see you try.

 **LUCY** **(O.C.)**

Pe-uh-Spider-Man, I'm picking up several aircrafts, flying S.H.I.E.L.D. banners, closing in on your location.

 **LUCY** **(O.C.)**

You're not gonna believe this-

* * *

On the floor, the webbed up Buzz, wiggles closer to the mauled up Crash.

* * *

 **BUZZ**

What he do?

 **CRASH**

I's got slice n' diced.

* * *

Spider-Man & Anti_Venom are still having an intense stare down.

A pedestrian, seeing that the villains are neutralized, walks a little closer and snaps a picture.

* * *

 **ANTI_VENOM**

 **Make your move.**

 **LOUDSPEAKER**

Will the real Spider-Man please stand up?

* * *

It's Iron Man.

Iron Man is in the sky.

S.H.I.E.L.D. Quinjets flank him on both sides.

His repulsors cut out and he drops out the sky.

* * *

 **SFX**

 ***TNNK***

* * *

He hits the street, on one knee with his fist to the ground in a heroic pose.

He rises.

Iron Man's statuesque figure approaches them.

Iron-Man motions his hand toward Harry and seems like he was going to say something but he instead points to Spider-Man.

* * *

 **IRON MAN**

Where's the blue?

Makes it much easier to pick you out of a crowd.

* * *

He looks past Spider-Man at the downed villains, then to Harry.

* * *

 **IRON MAN**

 **(To Anti_Venom)**

You got this right, pal?

 **(To Spider-Man)**

Walk with me, Talk with me.

* * *

While walking Iron Man puts his arm around Spider-Man's shoulder but does it a little hard.

* * *

 **SPIDER-MAN**

Um, ow-

 **IRON MAN**

Sorry about that, this thing is hard to control with only half my body.

I'll spoil it for you now- I'm not really here.

* * *

 **CUT TO:**

 **EXT. ISLAND PARADISE**

* * *

Tony Stark sits at a poolside bar sipping on a drink

One hand outfitted with a motion/haptic feedback sensor rig.

His arm is stretched out, bobbing up and down from the walk with Spider-Man.

His right foot in a similar rig is hanging from the barstool and moving along.

A metal headband casts a holographic interface over his face and projects images of Spider-Man's red/black mask in each eye.

* * *

 **BACK TO:**

 **EXT. STREET**

* * *

 **TONY STARK(O.C.)**

 **(load slurps over speaker)**

Me and Pepper ducked out to Kauai, but don't tell anyone.

Official story is that we're in couple's counseling.

Which is kind of true.

I heard Fury gave you my present.

 **SPIDER-MAN**

I'm wearing them now.

 **TONY STARK(O.C.)**

Happy Birthday, but I have to be the bearer of bad news, Nick Fury sent me with a message.

You have to fix this "Osborn Spider-Man" problem yourself.

He told me to tell you, it's sink or swim on this one.

Actually, that's putting more words in his mouth than came out, this is what he was going to send you-

* * *

 **CUT TO:**

 **EXT. ISLAND PARADISE**

* * *

With his drink hand, Tony input keys on the Iron-Man Drone console in his suitcase.

Pepper Potts is shaking a tin mixing cup behind the bar.

* * *

 **BACK TO:**

 **EXT. STREET**

* * *

The Iron Man Drone opens his palm and a hologram of Nick Fury's almost perfectly round head rotates out:

* * *

 **NICK FURY**

You're on your own. Fix it.

* * *

The hologram collapses.

* * *

 **SPIDER-MAN**

Geez-

 **TONY STARK(O.C.)**

May seem harsh, but keep in mind he's got a lot on his plate since going legit.

You're not the only one he's recruiting either, there that group of scientists, that freaky school

I'll try one last time, the initiative-

 **SPIDER-MAN**

 **(Interrupts Iron Man)**

Maybe you can just loan me the suit.

* * *

He knocks on the armor.

* * *

 **TONY STARK(O.C.)**

Do you even have your driver's permit?

 **SPIDER-MAN**

...

 **IRON MAN**

I'm still looking into that upgrade for your suit, maybe for your 17th-

Speaking of...when did you get the new colors?

* * *

The black S.H.I.E.L.D. trucks down the street start creating a perimeter, A nameless agent is rolling caution tape in a circle around the downed villains.

Harry picks up the shredded villain, the nameless agent tells him to "just through him in the back".

Between the black vans, rides a black limo, Otto rolls down the window.

* * *

 **VOICE**

Iron Man!

* * *

J. Jonah Jameson runs through the small crowd of pedestrians ***** that are watching the talking heroes.

 ***** Mostly taking selfies in front of them.

* * *

 **J. JONAH JAMESON**

My viewers would love your take on the new Spider-Man

 **IRON MAN**

I don't know about that, but this here is "my guy".

* * *

Puts his arm around Peter

* * *

 **IRON MAN**

We've been through a war together, he has my trust and-

 **J. JONAH JAMESON**

Do you feel responsible for the death of Captain Rogers?

 **IRON MAN**

Wasn't The Daily Bugle the paper that ran that "Loose Cannon With A Proton Cannon" piece?

 **J. JONAH JAMESON**

The First Amendment, ain't it great?

 **IRON MAN**

I thought so. We're done here.

 **(To Spider-Man)**

Keep yourself safe.

Keep your city safe.

 **(To J. Jonah Jameson)**

One side.

* * *

Iron Man spreads his hand repulsors to his side.

* * *

 **SFX**

 ***PWEW***

* * *

Iron Man Soars off into the sky.

J. Jonah Jameson disregards Spider-Man and runs towards Otto & Anti_Venom.

* * *

 **J. JONAH JAMESON**

Now, I can get my question answered.

* * *

 **SPIDER-MAN**

Hey, Luce.

 **LUCY**

Yeah?

 **SPIDER-MAN**

Please tell me you saw all that.

 **LUCY**

Saw it?

I recorded it.

 **SPIDER-MAN**

Good, 'cause I think I'm done here too.

* * *

Spider-Man swings off and disappears in the distance.

* * *

 **CUT TO:**

 **INT. ROOM**

* * *

The window slides open, Peter pulls the mask off.

* * *

 **LUCY**

Tony bleeping Stark!

 **PETER**

I know right, that almost makes up for the rest of the day.

* * *

He grabs his backpack.

* * *

 **PETER**

Could you?

 **LUCY**

Right-

* * *

She turns around and covers her eyes. She hears the backpack being zipped back up.

* * *

 **LUCY**

Is it safe to look?

 **PETER**

Yeah

* * *

She turns around. Peter is dressed.

* * *

 **PETER**

You wouldn't happen to still have that Nintendo?

 **LUCY**

The one you gave me? Yeah, I ended up taking it apart.

 **PETER**

Oh, no!

 **LUCY**

Don't worry, I put it back together.

 **PETER**

Whew-

* * *

Lucy collapses the computer and her Wardrobe reappears.

Above the beam that holds her clothes hangers, is a shelf and atop the shelf is the grey Nintendo Entertainment System.

Lucy removes the console carefully since laying on it is a stack of journals.

* * *

 **LUCY**

You still have the cords and everything?

 **PETER**

Yep, the controllers and all my games.

Even though my Aunt keeps trying to donate them.

 **LUCY**

Why do you need it all of a sudden?

 **PETER**

I'm going to test out that Gold cartridge with MJ *****.

 ***** Peter knows he's not telling Lucy the entire truth but doesn't understand why.

 **LUCY**

Cool. Keep your cellphone by you. If something goes down I'll phone you.

I'll be sure to text in "code", in case someone's watching.

* * *

Peter re-zips his backpack with the system in it.

* * *

 **PETER**

Got it, boss.

 **LUCY**

I wish you wouldn't call me that.

 **PETER**

Okay. Got it, Luce... that better?

 **LUCY**

 **(smile)**

 **(laugh)**

Yeah, sure.

* * *

She hugs him then backs away partially with her arms still around his shoulders.

She moves both hands to his neck and gives him a presumably platonic kiss on the cheek.

* * *

 **LUCY**

Happy Birthday, Peter Parker.

* * *

She unceremoniously drops her arms from him, to her side.

* * *

 **LUCY**

I'll walk you out.

* * *

 **CUT TO:**

 **INT. PARKER HOUSE**

* * *

Peter walks in the front door of his house.

On the couch is his Aunt May(laughing) and Paul Stiffler, Owner of the Funeral Home Aunt May works at.

* * *

 **AUNT MAY**

Oh, honey. What took you so long?

* * *

Peter holds up his backpack.

* * *

 **PETER**

I had to get my game back. Remember?

 **AUNT MAY**

That's right. Paul came to wish you happy birthday.

 **MR. STIFFLER**

Peter, happy birthday. What's this the 18th?

 **PETER**

16.

 **MR. STIFFLER**

Still a ways from college.

 **PETER**

Yup.

* * *

Peter tries to walk up to his room.

* * *

 **AUNT MAY**

Wait, honey. Paul got you a gift.

* * *

He must not have heard her because he keeps walking.

* * *

 **CUT TO:**

 **INT. PETER'S ROOM**

* * *

Aunt May arranged the presents he received in a neat stack on his bed.

He didn't notice when he was downstairs that the decorations had been cleared and the furniture was returned to its original scheme.

He sits on his bed and pours out his backpack contents, he folds his Suit up and looks around for something to put it in.

The box that holds his new camera looks big enough, he dumps everything out it and places the Suit inside.

Then returns the Camera, Lens, Film, etc. to hide it. Peter takes that box & his lunchbox(which fell out his backpack) to his closet.

Inside his closet is what he calls his "junk trunk", a fake pirate chest that he's had since he was 7.

Peter places the 2 boxes(lunch & gift) inside and takes out:

3 NES Controllers

2 NES Zapper Guns(for Duck Hunt)

NES Power & Video Cords.

NES Games-

- _Super Mario Bros./Duck Hunt_ (MJ's favorite game song is Mario 1-1 or as she calls it "The Mario Theme Song")

- _Super Mario_ _Bros._ _2_ (MJ likes it because she thinks it promotes healthy eating for kids and you can play as a Princess.)

- _Super Mario_ _Bros._ _3_ (A game he knows MJ likes for the "Cute Raccoon Mario")

- _Clash at Demonhead (_ A game that Peter has played in front of MJ at least 3 times and each time he starts it she says the same thing ***** _)_

- _Crash 'n' the Boys: Street Challenge (_ AKA the game Peter always lets MJ win at ****** _)_

-Kirby's Adventure (MJ considers her favorite game & character to be Kirby, but the game she loves is _Kirby Super Star_ for the SNES, a game her  & Peter played for hours everyday an entire summer, they'll find out later that Kirby's Adventure isn't as good as Kirby Super Star)

-Metroid (A game that has no significance to Peter or MJ but Peter figures since Samus is a girl ******* and MJ is a girl, there's gotta be something there.)

 ***** We'll get to that

 ***** ***** We'll also get to this

 ***** ***** ***** Spoiler Alert

He puts everything in his backpack, goes to his dresser and picks out an outfit. Not too much, but not too laid back.

* * *

 **CUT TO:**

 **INT. PARKER HOUSE - LIVING ROOM**

* * *

Peter sneaks down the stairs, which is easy because his Aunt is distracted by an apparently crucial story Mr. Stiffler's telling.

* * *

 **MR. STIFFLER**

So they bury him with a sledgehammer...

* * *

Peter slides down the hall and locks the bathroom door.

* * *

 **FORWARD TO:**

* * *

Peter out the shower, teeth brushed, fully dressed and hair tousled as he walks out the bathroom.

* * *

 **INT. PARKER HOUSE - LIVING ROOM**

* * *

His Aunt & Mr. Stiffler look back from the couch.

* * *

 **AUNT MAY**

Peter, when did you come down?

 **PETER**

Before I took my shower.

 **AUNT MAY**

Clearly, did you hear me tell you Paul got you a present?

 **PETER**

No, but I'll get it when I come back down I'll just be a second.

* * *

He starts up the stairs.

* * *

 **AUNT MAY**

Why are you all dressed up?

 **PETER**

Why? Do I look too dressed up?

 **AUNT MAY**

I thought you'd be in your bed clothes. It's getting late.

 **PETER**

I'm going to MJ's.

 **AUNT MAY**

Why?

 **PETER**

Just 'cuz.

* * *

Peter runs up the stairs and his Aunt says something to Mr. Stiffler that causes him to say he was the same way when he was Peter's age.

* * *

 **CUT TO:**

 **INT. PETER'S ROOM**

* * *

Shoes and backpack on, he grabs his phone off the bed. Grabs his house keys.

* * *

 **FORWARD TO:**

 **INT. PARKER HOUSE - KITCHEN**

* * *

He was going to bring some cake with him but on the counter are the 2 unopened bags of pinata candy.

He stuffs them in his backpack.

Next to the cake are 4 uneaten Pizzas, 2 are cheese, 2 are pepperoni.

He grabs 2 boxes(one of each).

* * *

 **CUT TO:**

 **INT. PARKER HOUSE - LIVING ROOM**

* * *

Peter proceeds to walk out the house but is stopped at the door by his Aunt.

* * *

 **AUNT MAY**

You plan on taking both those with you?

 **PETER**

Yep.

 **MR. STIFFLER**

He's a growing boy...

 **PETER**

Okay then.

* * *

He palms the 2 boxes in one hand and motions with the other to turn the doorknob.

* * *

 **AUNT MAY**

When are you going to be back?

 **PETER**

 **(shrugs and hums "I don't know")**

* * *

He opens the door and is outside with the door closing behind him when:

* * *

 **AUNT MAY**

Wait, Peter.

* * *

He steps back in.

* * *

 **PETER**

...

 **AUNT MAY**

Paul's gift?

 **PETER**

I'll see it when I get back, my hands are full.

Love you. Bye.

* * *

He steps out and closes the door behind him. He locks the door and starts walking to MJ's.

* * *

 **EXT. OUTSIDE**

* * *

He's not really walking, he's running.

Running faster than most boys his age can, almost superhuman speeds.

He jumps and lands on a roof and runs house to house.

He doesn't think about being seen, he figures even if he was, who'd believe they saw a kid running across rooftops holding pizza boxes.

And it's his birthday, he should be able to do whatever he wants.

He reaches MJ's block and takes the sidewalk for the rest of the way. He fixes his hair *****.

 ***** By messing it up.

* * *

 **EXT. SIDEWALK**

* * *

Mary Theresa is watering her lawn.

* * *

 **THERESA**

Petey?

 **PETER**

Hi, Mrs. Watson.

 **THERESA**

You look like you're going to school.

* * *

She completely misses the 2 Pizza boxes in his hand.

* * *

 **PETER**

I, do?

 **THERESA**

Why are you wearing your backpack?

 **PETER**

Oh, that. I brought my game over to play with MJ.

 **THERESA**

Well, Janey is in the house. I'll let her know you're here.

* * *

She turns the hose off. Peter & Mary Theresa walk up the steps. She leads him into:

* * *

 **INT. MJ'S HOUSE - CONTINUOUS**

* * *

 **THERESA**

You can sit here.

* * *

Mary Theresa disappears up the stairs, Peter sits on the couch

It's leather and feels like it doesn't get sat in much

Their TV is so much bigger than the one in his living room

* * *

 **SFX**

 ***KNOCK* *KNOCK* *KNOCK***

* * *

Peter hears Mary Theresa knock on Mary Jane's door.

MJ's bedsprings bounce as she gets up, the bedroom door opens.

Mumbling from Mary Theresa, feet run through the hall and eventually down the stairs.

MJ peaks from the top of the stairs.

* * *

 **MJ**

Peter, you came.

 **PETER**

I promised, didn't I?

 **MJ**

Why didn't you call first?

 **PETER**

Guess I wanted to surprise you like you did me today.

 **MJ**

 **(laughs)**

Is that Pizza?

 **PETER**

Yep.

* * *

She hops down 2 of the steps in excitement, still holding onto the railing.

* * *

 **MJ**

Oh my gosh, Harry is a Superhero.

* * *

Peter puts a fake smile on his face to feign excitement.

* * *

 **PETER**

I-I heard. Like, man. Who saw that coming?

 **MJ**

We have to talk about it, just let me get ready.

* * *

Peter flashes another fake smile. He can feel that his mouth isn't in much of a smile as it is a squiggly line.

She runs back up to her room. Mary Theresa walks down the stairs.

* * *

 **PETER**

Mrs. Watson may I hook my game up to your TV?

 **THERESA**

Of course-

* * *

She walks to the coffee table(also much better than theirs) and grabs the remote.

* * *

 **THERESA**

Here's the remote. You'll have to figure out how to work it..

All I know how to do is turn it on and off.

 **PETER**

Thanks, Mrs. Watson.

* * *

He finds the "input" button and removes the NES from his backpack.

While he's plugging everything in Mary Theresa says, she's impressed by this generation's knowledge of technology.

She also says she can barely work her phone and how the most advanced thing she can use is the microwave & clothes iron.

MJ's door opens. She walks down the stairs. She's wearing a lime green cardigan, a red spaghetti strapped tee, black velvet skirt, black stockings and a bow in her hair.

Peter is now sitting atop a burgundy blanket on the floor, the coffee table has been moved to the side and the Pizzas are next to Peter on the blanket.

* * *

 **MJ**

What happened in here?

 **PETER**

Your Mom moved everything because the controllers wouldn't reach the couch.

We can't exactly move this giant TV ***** so she put a blanket down for us to sit on.

I'm sure wireless controllers would fix all this but I'm also sure they didn't have that tech in the 80s.

 ***** Peter could easily carry that TV. With one hand.

* * *

MJ sits to his left on the blanket, the Pizza boxes smushed between her and Peter. A glass bowl is atop the boxes.

* * *

 **MJ**

Is all that candy?

 **PETER**

Yeah, I asked for a bowl so we can easily pick out the best.

 **MJ**

Did you watch the conference?

 **PETER**

 **(mini sigh)**

Some of it.

 **MJ**

Some of it!?

It was amazing!

You see when he was attacked by Supervillains?

 **PETER**

No, I heard about it though.

I was walking from Lucy's when most of the cool stuff happened.

And to be honest, Harry kind of told me about it earlier today, so I didn't have a reason to watch.

 **MJ**

Really!?

 **PETER**

It was his version of a birthday gift.

 **MJ**

What other secrets are you keeping from me?

* * *

Peter smiles on the inside.

* * *

 **MJ**

Isn't Anti Venom a wicked name

This makes Harry the 4th kid from JH to get Superpowers.

 **(she counts with her fingers)**

Harry, Spider-Man, that Nova Kid, and the boy who shot lasers from his eyes in the cafeteria.

* * *

 **PETER**

Didn't he go missing?

 **MJ**

Do you see what this means?

Our school is basically a hot-bed for-

 **PETER**

Hey, listen, you mind if we don't talk about this?

 **MJ**

Why?

 **PETER**

Does it matter why?

Can we just not?

 **MJ**

You're not jealous, are you?

* * *

MJ smiles so Peter doesn't take what she says seriously, but he refuses to smile back. But he can't help himself from smiling.

* * *

 **MJ**

You don't have to be, you'll always be the guy who saved Spider-Man. He gave you a freakin' camera.

And knowing Harry, he'll probably find a way to mess this up. Mark my words.

* * *

MJ moves the bowl of candy from atop the boxes of Pizza.

* * *

 **MJ**

 **(opening box)**

Only cheese?

 **PETER**

Pepperoni's underneath.

* * *

She swaps the boxes and grabs a slice of the pepperoni. She takes a bite.

* * *

 **MJ**

 **(mouth full)**

What?

* * *

Peter is looking at her, she covers her mouth.

* * *

 **MJ**

Don't look at me while I'm eating.

 **PETER**

I was just wondering if you were gonna heat it up first. It looks cold.

 **MJ**

You're right it is kinda cold. I'm gonna warm it up.

 **PETER**

Mind heating me up a slice?

 **MJ**

 **(standing up with Pizza box)**

Did you do all this to get me to make you a slice?

 **PETER**

I would never do that... 'sides I'm not smart enough to think that far ahead.

 **MJ**

 **(walking to kitchen)**

Sure...

* * *

In the kitchen, MJ starts up the microwave.

* * *

 **MJ**

 **(yelling from kitchen)**

Do you want something to drink?

 **PETER**

 **(yelling from living room)**

What do you have?

 **MJ**

We have Tea.

 **PETER**

Tea's good.

* * *

She returns with 2 mugs of tea and hands one to Peter, as she does so the microwave beeps.

When she turns back towards the kitchen her skirt twirls.

* * *

 **MJ**

Don't expect me to accept being treated like your maid just 'cause it's your Birthday, Pete.

* * *

A final trip to the kitchen and she returns with her mug and a paper plate holding 2 hot slices of pepperoni Pizza.

MJ sits down. Peter leans forward and clicks on the NES.

* * *

 **MJ**

Mines is the slice with the bite mark. Be careful it's hot.

* * *

Peter grabs his slice and bites it.

* * *

 **MJ**

Be careful, I just said it was hot.

* * *

The Pizza is very hot, it should scold the roof of Peter's mouth, but it doesn't.

He puts back the slice and wipes his greasy fingers on his jeans.

He picks up the controller and starts Super Mario Bros. _World 1-1_

* * *

 **SFX**

 **(*Super Mario Bros. World 1 - Level 1*)**

 **MJ**

I love this. Wait, what are you doing!?

 **PETER**

What?

 **MJ**

I get to be Player 1.

 **PETER**

I forgot, here.

 **(handing controller)**

 **MJ**

Whatever, just play the game.

 **(picks up her slice)**

* * *

Peter puts both hands on the controller.

There aren't too many things Peter will brag about that he excels at,

His ability to make jokes in serious situations is one,

His gaming skills are another.

Even before he got superpowers he considered his gaming abilities to be a genuine power,

Now with his enhanced reflexes, it's almost unfair how good he is.

Peter stomps on a Goomba. He gets a Super Mushroom.

* * *

 **SFX**

 **(*Super Mushroom Sound Effect*)**

 **MJ**

I love that sound.

* * *

MJ hums along to the song.

* * *

 **FORWARD TO:**

* * *

They have eaten their Pizza slices, drank most of their Tea and had at least 5 pieces of candy each.

The game is Super Mario Bros. 3 - _World 1 Level 3_.

Peter is now playing as "Adorable Raccoon Mario".

Mario is in the clouds.

It's a hidden part of the level.

The game slowly scrolls and coins appear on the screen.

However, Peter refuses to get them because he likes the song playing in the background so much he doesn't want it ruined by the coin's sound effect.

This causes problems with MJ, who likes to collect all coins in a level.

* * *

 **MJ**

Get the coins!

 **PETER**

I like this song.

 **MJ**

You can't just leave them there!

 **PETER**

There are more coins, but this song is short, can I just listen to it?

 **MJ**

Whatever.

 **(A sec.)**

I guess the song is alright.

* * *

 **FORWARD TO:**

* * *

After they were finished with SMB3, they put in Kirby and found it was an inferior game to the one they loved.

Peter swapped it to Duck Hunt and while he did so MJ warmed up 3 more Pizza slices(2 pepperoni 1 cheese).

Mary Theresa came in the house, made a comment she was likely to make, then recessed to her room.

MJ readjusts her sitting from legs crossed to sitting back on 2 knees, she holds the orange gun in her hand.

* * *

 **PETER**

 **(putting down controller)**

I hope for your sake they designed this to be played on such a big screen.

 **MJ**

You're not gonna play?

 **PETER**

I'll have fun enough watching you lose it at the laughing dog.

 **(puts Pizza in mouth)**

* * *

 **FORWARD TO:**

* * *

The sound of MJ clicking the trigger of the gun is still ringing in Peter's ears.

He's blowing into the bottom of the Clash at Demonhead cartridge.

He clicks the game on, MJ opens a Kit-Kat.

The game starts, 8-bit graphics:

A small rectangle in the middle of the screen displays a beachside paradise, clouds in the distance, orange sun in the sky.

Text reads:

 **The summer of 199X,**

 **Bang and Mary,**

 **Mission Accomplished,**

 **Soak in the rays on the beach.**

* * *

 **MJ**

That's my name.

 **PETER**

 **(laughs)**

You say that every time we play this.

 **MJ**

 **(laughs)**

No, I don't.

* * *

Peter plays the game, MJ considers this game to be too hard and mostly enjoys the music and story.

It's a story about a boy who has to fight to get the girl he loves.

Peter gets in the zone, MJ eats some candy and makes some Tea and over an hour passes.

* * *

 **FORWARD TO:**

* * *

 **PETER**

...I hate this part, they force you to die.

We should play something else.

 **MJ**

Whatever you want, just let me go get something.

* * *

MJ runs up the stairs, for some reason Peter expected her to head to the kitchen.

He picks up a cold piece of pepperoni Pizza.

Upstairs MJ grabs her soft throw blanket or as she calls it her "cozy comfy". Before she can leave the room, her Mom calls her.

In her Mom's room, she's asked when Peter was going home, she replied she doesn't know and that they're trying to finish a game all the way through and it might take a while,

Mary Theresa tells her that when her Father gets home he'll take Peter home.

MJ's feet come back down the stairs.

She grabs a pillow from the sofa and lays down with the throw blanket.

She picks up the player 1 controller and starts the game Peter queued up,

Crash 'n' the Boys: Street Challenge.

* * *

 **MJ**

It might take me a sec to remember how to play, so go easy on me.

* * *

CntB is a 2 player game that consists of a variety of mini-games such as:

400 Meter Hurdles, Swimming, Hammer-Throw and Fighting.

The fight mini-game is the only one Peter wins, every other game he lets MJ win but puts on a good showing(she still sees what he's doing).

They never got to Metroid since after several games of Crash 'n' the Boys, MJ suggested they watch a movie.

Peter said as long as it wasn't a Superhero movie because he was tired of them.

They finished one movie and was in the middle of a second when Mary Theresa told MJ it was time for her to go to bed.

Mary Theresa told Peter when her husband came home he would give him a ride and that he could watch TV until then. By 1:30 AM it became apparent Mr. Watson wasn't going to make it in time

She put sheets on the couch and told Peter she'd wake him when he came. Peter stayed up for hours.

He stayed up, until the sun came up actually, partly all the candy he ate, partly how late he slept and partly because he actually expected Mr. Watson to come at any moment.

When he finally slept, he only was asleep for about 2 and a half hours then he woke up to use the restroom. About half an hour later MJ came out her room.

Mary Theresa made breakfast(microwaveable biscuits and sausage, OJ, Pop-Tarts)

Mr. Watson didn't make it home until 10:00 AM, by that time:

The Sunday edition of The Daily Bugle came(it featured a picture of Iron-Man & Anti-Venom(Spider-Man edited out)),

MJ changed her outfit,

Her & Peter played more NES,

and that's it.

* * *

 **Up Next: Up Came The Sun**


	9. Intermission(With The Lights Out)

**3NT3R MiSSi0N.) With The Lights Out**

* * *

 **INT. ROOM**

* * *

 **Lucia Bordeaux** **locks her phone.** She opens her room door and heads downstairs.

* * *

 **INT. DOWNSTAIRS**

* * *

Through the kitchen she catches a glimpse of her Father, **Sylvester Bordeaux** in the garage.

He's dressed as if he's going to his day job yet **it's a weekend**.

Black slacks, a white dress shirt(the sleeves rolled up to his elbows), his suit jacket draped behind the chair he sits in and his "work glasses" atop his head digging into his **slicked jet black hair**.

His **desk lamp** is pointed at the object he intensely focuses on between his hands.

A "ship-in-a-bottle". Without alerting him of her presence she quietly heads back upstairs.

* * *

 **INT. ROOM**

* * *

She locks the **hidden lock** (hidden to her father at least) on her room door. Then drags the chair from her **study desk** to her **closet**.

Almost every time she has done this since moving in she has reminded herself that she should look into getting a chair with wheels.

Her closet has a similar lock as her door(similar in the sense that it is hidden from her father).

She unlocks it to reveal a **large wooden desk** with 7 **computer monitors** of different sizes arranged in what appears to be a random cluster but has been specifically plotted out to be most useful for its purpose.

 **A press** on the keyboard brings all the monitors humming to life. She sets the chair in front of the desk and after sitting down grabs a **small metal disk** from the center desk drawer.

 **The disk is black matte steel** , the middle of it has **circular fans** that in a second will rotate at inconceivable speeds.

Both the **top and bottom** are designed with **3 lines** , making it appear to be the circle symbol identified with **"peace"**.

On the whole, the disk is about the size of a "Frisbee", which is appropriate because that's what Lucy calls it.

Another two keyboard presses and the disks within the disk begin to spin, causing the Frisbee to hover in the air.

Lucy picks up the Atari joystick next to her keyboard and directs the Frisbee through her white curtains, out her room window, and into the evening sky.

* * *

 **CUT TO:**

 **EXT. NEW YORK CITY**

* * *

 **The Frisbee soars silently** , gracefully above the cityscape.

* * *

 **BACK TO:**

 **INT. ROOM**

* * *

4 of the monitors display an 180 degree view of what the front of the Frisbee sees.

Lucy places an earbud in her left ear and after a flurry of key presses, the highest monitor not in use displays J. Jonah Jameson's face.

The lower-right screen starts popping up social media streams. Every second a new hit, be it from **a "Twitter Tweet"** , **a "Facebook Post"** or **an "Instagram Selfie"** but all from the New York area and all displayed because they involve the same key searchword: "Spider-Man".

A grid map appears(it's of the Manhattan area). A large cluster of orange circles on it seems to indicate a **"hot zone"** of Spider-Man sightings.

She starts to input the code for Auto-Pilot but is momentarily distracted by what J. Jonah Jameson is reporting. A new Supervillain is targeting Spider-Man and the struggle is causing widespread damage.

He reports that there seems to have been an incident involving the Supervillain throwing cars filled with passengers at Spider-Man.

She doesn't believe what she's hearing, of all the villains she has documented, if this new one can cause this much of a commotion then it has to be one of the biggest challenges Spider-Man has ever faced(unfortunately she is right).

With the Auto-Pilot set to the Latitude and Longitude of the hot zone, **she presses the** **red button** which engages the Frisbee's turbo-engines.

While the Frisbee travels to its location, Lucy looks back to the Manhattan map and sees the orange circles are beginning to pop up about a block above where she directed the Frisbee.

 **They appear more and more.**

 **She clicks one** and a blurry Instagram photo shows: **a huge dark figure** standing on **a** **bright burst of flames** **in the street** and a slender red figure **retreating in the air**.

* * *

 **SFX**

 ***Bling***

* * *

The Frisbee arrives at its destination and appears as a **green blip** on the Manhattan map.

She moves the green dot up to the block where the orange circles are more frequent.

Lucy doesn't pay attention to the 180 degree view, she just moves the dot along the **black and purple** grid map that outlines the birdseye view of the city and its buildings, like a game of real-life Pac-Man.

She glances at the 180 view it shows only **blue sky** , she presses the "b" button on her controller and it starts to **descend** while still flying forward.

Into the 180 field of view comes the street and the damage done to it. On the furthest left screen is a **crashed car** with open doors, the middle screen shows pedestrians down the street in dismay.

There is no sign of the villain or hero. A large group of civilians run down the cross street in the distance.

She flies onward and turns left. On this street seems to be the largest sign of trouble, a traffic jam of cars in the street, all civilians appear to be doing 1 of 3 things, either running away, driving away or standing with their fingers or phones pointing in the air.

She twist the stick and the 180 view adjusts to the right. She presses the "a" button and starts to ascend.

The view is ascending and the street disappearing, blue returns until 2 figures unexpectedly appear on screen.

She stops touching the joystick as the shock of what she sees causes her to drop it to her lap and grab her mouth.

* * *

 **LUCY**

 ***gasp***

* * *

Spider-Man is hanging by one hand on what appears to be a **hoverboard** and atop the board is a disfigured human being with sickly green skin in a **black spandex suit**.

As Spider-Man gets his second hand back up the villain stomps his right foot, it hits the board, the jets flare and the board splits into 2 pieces. Spider-man and Green Goblin begin to fall.

She stares at the screen in shock.

It's all blue except for small puffs of **black smoke**.

* * *

 **CUT TO:**

 **EXT. ROOF**

Spider-Man limps towards the downed body of Green Goblin. Norman Osborn has been impaled on a steel bar.

* * *

 **Day One:** From all street footage it appears that Spider-Man used his free hand to rip the glider in two.

 **Day Two:** The Daily Bugle publishes the frontpage headline "Spider-Murderer!?"

 **Day Three:** Rumors swirl and debates rage on whether or not a warrant will be issued for Spider-Man's arrest.

 **Day Five:** Harry Osborn attends his Father's funeral.

 **Day Six:** Lucy knocks on the door of the house she has followed Spider-Man to on many occasions and tells Peter Parker he has to fix this.

 **Day Seven:** Peter Parker becomes the boy who saved Spider-Man, by accidently filming him with a modified remote control helicopter. The Daily Bugle writes a second page story on it(no frontpage headline) and JH High School does an exposé on him.


	10. Up Came The Sun

_**9.) Up Came The Sun**_

* * *

 **EXT. J. H. HIGH - FOOTBALL FIELD - AFTER SCHOOL**

* * *

 **PETER**

I know, I know. I keep procrastinating.

 **MJ**

I understand it's not entirely your fault, just-

 **PETER**

Hold on, I gotta fix this.

* * *

Peter tinkers with the camera in his hands.

It's been over 3 months since the birthday "party" where he received his new camera, but he hasn't quite got the hang of using it.

MJ absentmindedly taps her fluffy pencil against her fluffy journal, subconsciously indicating to Peter her impatience.

* * *

 **MJ**

If I don't get this interview soon the Yearbook Team will think I'm just a poser.

 **PETER**

Okay, I got it.

 **MJ**

Did you hear me?

 **PETER**

Yes, but sorry I don't know what you want me to say. I'm waiting on Spider-Man's answer just like you.

 **(brings camera to his face)**

 **MJ**

If you say so...

* * *

Peter glances from the camera for a moment and to MJ, then he focuses on the field in front of him.

He snaps a photo of the practicing J.H. High Football Team, just as Flash Thompson makes a catch.

Flash celebrates by pointing to his new friend watching him on the bench, Lucy waves back.

* * *

 **MJ**

Rumor has it they're officially an item as of last week...what an odd couple.

 **PETER**

Tell me about it...

 **(snaps picture)**

 **MJ**

Okay so, everyone thinks it started when Lucy started tutoring him...

 **PETER**

I was being sarcastic.

 **MJ**

Oh right.

* * *

Peter takes more pictures.

* * *

 **MJ**

You'd think the Yearbook Club would gossip less than Cheer Squad but they're more of the same.

The thing that bothers me is, no one has a good nickname for them.

Flashcia & Luciash are both equally terrible...and don't get me started on their last names.

 **PETER**

 **(staring through viewfinder)**

What about...Flashy? Flash + Lucy. Also, isn't what we're doing now technically gossip?

 **MJ**

Wait, that's actually really good. Flashy.

* * *

She writes it in her journal.

* * *

 **PETER**

Speaking of flash,

 **(puts camera down and looks at it)**

I still can't get mines to work on this thing. I swear I had everything perfect on my birthday but...

 **MJ**

I told you a thousand times, just use your phone, it would be much simpler.

 **PETER**

Film is the only way to go, besides I got this from Sp-

 **SFX**

 ***DO* *** **DO** *** *** **DO** *****

* * *

Peter drops the camera and it hangs from the strap around his neck. He grabs his phone out his pocket.

* * *

 **MJ**

See this is a sign...use the phone, Luke.

 **PETER**

 **(looking at screen)**

The only thing this is a sign of is that I got chores to do.

 **MJ**

Your Aunt?

 **PETER**

Yep.

 **MJ**

She's been texting you like crazy.

 **PETER**

Yep.

* * *

The text on his phone is actually a coded message telling him a crime is in progress.

Lucy created an automated version of her alert system for Peter.

In the message is the word "hat", signifying the crime is taking place somewhere in the Manhattan area. Peter's in no hurry because that's Anti_Venom territory.

* * *

 **MJ**

You have to go?

 **PETER**

It can wait.

 **MJ**

No...

* * *

MJ points her pen to the left of the field.

* * *

 **MJ**

Here comes the Pep Patrol.

* * *

The black and red tracksuit wearing Cheer Squad move across the field, seemingly in slow motion, towards the bleachers.

* * *

 **MJ**

 **(mumbles)**

Nasty...

 **NATALIE AUGUSTINE**

 **(with fake enthusiasm)**

MJ...

 **MJ**

 **(with fake enthusiasm)**

Natty...

 **NATALIE** **AUGUSTINE**

Look at you Mrs. J. Jonah Jameson Junior.

 **MJ**

 **(** **faux laugh** **)**

I love the new retro tracksuits, you guys look really ready to _bring it on_.

* * *

Whenever Natalie laughs, the Cheer Lemmings(as MJ calls them) follow suit.

* * *

 **NATALIE** **AUGUSTINE**

 **(** **faux laugh** **)**

Everyone has been buzzing about your big interview with Spider-Man.

Any idea when we'll get to see it?

 **MJ**

It's not a video interview, so you'll actually have to read it...and you'll get to read it when everyone else does.

Remember to order your Yearbook soon, there's sure to be plenty of pictures of all of you

in case history making interviews don't interest you, at least you'll be able to admire your new tracksuits.

 **(smile)**

 **NATALIE** **AUGUSTINE**

 **(smile)**

I was just asking because, between us girls, some of the more doubtful students think you made up this whole Daily Bugle routine because you couldn't cut it in Cheer.

* * *

MJ squeezes her pencil so hard it cracks, but her face still displays a smile.

* * *

 **NATALIE** **AUGUSTINE**

Of course, I don't give them the time of day.

 **MJ**

Mm-hmm...

 **NATALIE**

I just can't think of a response when they tell me there is no way on earth, some random sophomore could get in touch with Spider-Man, even if he did go here.

I mean, no one's even sure he actually attends J.H., so that begs the question, how did you find him?

 **MJ**

Well if you knew anything about Journalism, you'd know rule number 1 is you never reveal your sources.

* * *

MJ looks to Peter, who everyone has been ignoring, the Cheer Squad seem to not recognize him or his existence. Peter wishes he was somewhere else.

* * *

 **CUT TO:**

 **INT. SOMEWHERE ELSE**

* * *

Harry lays on his back, atop his bed, in the almost silent room, scrolling through the contacts on his phone.

He notices he doesn't seem to have anyone's number who he's seen in person more than twice.

The hum of the engines starting fills the room. Harry knows any second Phill the Public Relations guy is going to walk in.

* * *

 **SFX**

 ***KNOCK* *KNOCK***

* * *

He knocked this time.

* * *

 **HARRY**

Come in.

 **PR GUY**

Mr. Os-

 **HARRY**

I know. Where?

 **PR GUY**

Manhattan, th-

 **HARRY**

Yeah, yeah.

* * *

Harry sits up.

* * *

 **HARRY**

Are you the same guy who set up that date with that chick from that show?

 **PR GUY**

Actually, her people called us, but yes...sort of.

 **HARRY**

Alright, by time I'm done with this stuff today, I want you to have found me a party. A real one. No cameras. No photo op b.s., got it?

The type of party that if cameras were on me, you'd have a much harder job. Understand?

This city's criminals can't be the only people with an active nightlife.

 **PR GUY**

I know of a reclusive singer who just moved here. I think he has a rule of no pictures at his parties.

* * *

Harry stands up.

* * *

 **HARRY**

Sounds like we're getting somewhere, get out so I can change.

* * *

Phill the PR guy starts to exit.

* * *

 **HARRY**

Dude! I was kidding.

* * *

Harry's white and black Anti_Venom suit replaces his clothes.

* * *

 **HARRY**

It's like nobody on this thing has a sense of humor.

* * *

Phill and Harry exit the living quarters and walk down the cramped halls of Oscorp's "Flying Fortress"

Which is just a small rip-off of S.H.I.E.L.D.'s Helicarrier(which was a rip-off of a design Stark Tech had in production before Tony Stark canceled all Military Contracts).

They reach the "Jump Bay" and Harry stands on his mark, waiting to deploy. Before closing the safety door, Phill asks Harry:

* * *

 **PR GUY**

While I'm looking for this, um, party. What should I say if your Uncle calls about tonight's schedule?

 **HARRY**

Tell him I'm giving myself and everyone else the night off.

* * *

A red "ready" light flashes on the ceiling, Harry punches the button on the wall.

A door starts opening at the back of the bay, air gusts through the room.

Phill forgot to close the safety door. The massive force of wind flaps his tie into his face. Harry yells over the noise to him-

* * *

 **HARRY**

Besides, last I checked this city has more than 1 hero.

* * *

Harry jumps out the craft. He free falls towards Manhattan.

* * *

 **CUT TO:**

 **EXT. FOOTBALL FIELD**

* * *

Lucy sits atop the silver metal bleachers playing Tetris on her Gameboy(the grey one with the green screen).

She looks away from the dim screen, the sun glares in her eyes, but she doesn't mind it as much as she usually does.

On the field is a bunch of similarly dressed, pad & helmet wearing young men, one of which everyone now refers to as her "boyfriend". She doesn't mind that either.

Her phone vibrates in her pocket, she reads it, stands up and tries to look like she isn't in a hurry.

* * *

 **CUT TO:**

 **EXT. FOOTBALL FIELD**

* * *

Peter snaps a picture of the Cheerleaders in a pyramid. MJ stands next to him jotting down unflattering things about Natalie Agustine.

* * *

 **LUCY**

Uh...

 **MJ**

Hi, Lucy.

 **LUCY**

Hi, Mary. Peter...

* * *

Lucy tries to think of something more original than "We need to talk.", but Peter saves her.

* * *

 **PETER**

Oh yeah...that.

I forgot.

 **(To MJ)**

Give me one second.

 **MJ**

Sure.

* * *

Lucy and Peter walk away.

* * *

 **MJ**

 **(To Cheerleaders)**

Wait, you guys have to keep this pose, or else...or else we'll double expose the film, and you'll look ugly...and fat.

* * *

Natalie wants to argue this, but she doesn't know enough about film or photography to even know where to start and worse case scenario is she comes out looking stupid and fat.

The Cheer Squad struggles to keep the pyramid. Natalie, at the top, keeps her big smile and pom poms straight in the air like the letter "Y".

Natalie's smile starts to crack, MJ starts to crack a smile. Peter comes back.

* * *

 **PETER**

MJ-

 **MJ**

Wait-

 **PETER**

But I gotta-

 **MJ**

 **(whispering)**

Just one second, take a picture of them and say something like " I hope you kept still.".

* * *

This ranks 2nd on the list of weird things Peter has been told to do in the last minute, so he plays along and snaps the picture.

* * *

 **PETER**

I hope you stayed still...?

* * *

It comes out more of a confused question. The pyramid falls.

* * *

 **PETER**

Now, my turn-

 **MJ**

Let me guess, you have to leave?

 **PETER**

How would you-

 **MJ**

Doesn't matter. I just have one request.

 **PETER**

And that is?

 **MJ**

Give me a copy of the picture you just took so I can get it framed.

* * *

3rd weirdest thing. Peter walks away. Peter walks back.

* * *

 **PETER**

Have I been running off on you a lot, because it feels like I'm always running off on you-

 **MJ**

Pete, just go.

Do your chores.

* * *

Peter walks away, but MJ's tone doesn't sit right with him.

However, he has bigger things to worry about, since a giant scorpion is attacking the Manhattan Bridge.

* * *

 **CUT TO:**

 **EXT. THE MANHATTAN BRIDGE**

* * *

Pedestrians are abandoning their vehicles, screaming, and scattering on the bridge.

A swarm of floating robots chase Anti_Venom. Layers of rotating saw blades encircle the Bots, and blue flames shoot out the jet engines underneath them.

Harry dodges into the air, the Bots follow, he aims towards the giant mechanical scorpion that's throwing cars to the side of the bridge.

Harry dives feet first at the monstrous machine. The Scorpion deflects Harry's attack with one of its mammoth claws, motioning it lightning quick.

Harry gathers his composure on the pavement and before he can advance towards The Scorpion, the pursuing Bots catch up with him and he changes his focus.

About 5 robots close in on Harry, he handsprings off the flat head of one and before completing his revolution, webs its head and whips it around taking out another Bot with it.

The 2 Bots fall off the bridge, the others seem to anticipate his attack and dodge. The Bots plunge down on him, Harry slashes his claws at them and rips into one, but the others get too close.

Their blades slice through his suit and start to scrape his skin. Harry backflips onto a steel girder. He tries to check his surroundings but the Bots are already on him.

While evading down the bridge he notices The Scorpion seems to be watching the fight.

* * *

 **SFX**

 ***SNAP***

* * *

A Bot flanks the top of Harry and slices through his black webbing.

Harry hits the floor, seated with his hands to the pavement. Before he can begin getting back to his feet, 3 Bots close in on him.

Harry jolts his hands up and readies to block the incoming blades.

* * *

 **SFX**

 ***THWIP* *THWIP* *THWIP***

* * *

Harry lowers his hands, the 3 Bots are struggling to fly towards him. He looks down the bridge at the person lassoing them.

* * *

 **SPIDER-MAN**

Destroy something!

* * *

The Bots' blades start to fray away the net of high tensile webbing around them. Spider-Man continues to hit them with a flurry of web blasts to hold them in place.

* * *

 **SFX**

 ***THWIP* *THWIP* *THWIP* *THWIP***

* * *

Harry rises to his feet and drives his claws into the top of each Bot, splitting them all to pieces. Before he can acknowledge the help, Spider-Man yells-

* * *

 **SPIDER-MAN**

Harry, look out!

* * *

He turns around but before he can do anything, a metal claw grasps his right arm. Harry is now face-to-face with the giant mechanical beast.

Anti_Venom looks into its eyes, but they're not eyes, they appear to be cameras.

* * *

 **SFX**

 ***THWIP* *THWIP* *THWIP***

* * *

Spidey runs down the bridge, unleashing a fusillade of web blasts onto the face of The Scorpion.

This noticeably disrupts the metallic creature, it lets go of Harry and retreats down the bridge.

The Scorpion seems to be able to move at amazing speeds when traveling in a single direction. Spider-Man lands on Anti_Venom's left.

* * *

 **SPIDER-MAN**

What is this thing...

 **ANTI_VENOM**

 **I don't know.**

 **SPIDER-MAN**

Where did it come from...

 **ANTI_VENOM**

 **I-I didn't see, it was here when** **I arrived.**

 **SPIDER-MAN**

 **(pointing upwards)**

I'm guessing you don't know what those things are either.

* * *

Several more of the Hover-Bots emerge from their hiding spots under the bridge and ambush the duo.

* * *

 **SPIDER-MAN**

I hope I don't have to tell you what to do.

* * *

 **CUT TO:**

 **INT. THE DAILY BUGLE HEADQUARTERS**

* * *

J. Jonah Jameson waves off the make-up guy and waves over his Personal Assistant.

He sits in front of a green screen getting ready for his media appearance via satellite. His P.A. hands him a tablet for him to peruse.

* * *

 **J. JONAH JAMESON**

Now, what are those things?

 **P.A.**

They appear to be flying drones with saw like weapons and the big machine seems like an animatronic scorpion.

 **J. JONAH JAMESON**

I know what a scorpion looks like. Hmm, The Scorpion... has a nice ring to it.

* * *

J. Jonah Jameson dramatically motions his hand in the air while speaking to bolden the future headline potential.

* * *

 **J. JONAH JAMESON**

The Spider Menace vs The Sinister Scorpion.

* * *

He puts his hand down and looks back at the grainy photo on the tablet.

* * *

 **J. JONAH JAMESON**

What will we call these little guys?

 **P.A.**

Mr. Jameson, on the topic of Spider-Man vs The Scorpion, maybe we could do something with the "Battle of the Arachnids." motif.

 **J. JONAH JAMESON**

What!? Arach-whos? Do you think we're getting clicks from budding bug collectors?

Stick with the simple. What is it called now, clickbait? That's what we want, that's what the people want.

Headlines should be like potato chips, easy to digest. Your headline is more like chewing gum.

Are you writing this down, kid? You might learn something.

What our readers really like are nicknames, villain names.

We need names for those droids or whatever you called them, a good buzzword.

Hmm, buzz, they do have little buzzsaws, and the blue flames look like stingers, yes.

 **(motioning)**

Killer Bee-Bots.

 **(more motioning)**

The Sinister Scorpion Wrangles His Killer Bee-Bot Minions, Controlling Them Like The Queen Of Their Hive.

* * *

The P.A. writes all this down.

* * *

 **J. JONAH JAMESON**

No, I don't like that, Queen, too feminine, too girly, King is better...The Scorpion King.

* * *

His P.A. is interrupted before she can speak.

* * *

 **PRODUCTION DIRECTOR**

Almost ready for you Mr. Jameson.

* * *

J. Jonah Jameson waves off his Assistant.

* * *

 **J. JONAH JAMESON**

Count, 1.

 **PRODUCTION DIRECTOR**

I'm sorry, sir. I didn't catch that.

 **J. JONAH JAMESON**

Count, 1. You showbiz guys don't count 1.

You say the 5, the 4, and so on but you never say the 1.

When you count me down, count the 1.

 **PRODUCTION DIRECTOR**

Uh-yes, sir.

 **J. JONAH JAMESON**

But skip the zero, and stop with the sir stuff, you aren't in _Oliver Twist_ , son.

 **PRODUCTION DIRECTOR**

...

* * *

 **CUT TO:**

 **EXT. THE MANHATTAN BRIDGE**

* * *

Spider-Man and Anti_Venom evade into the air, twisting and flipping in a blur of web swings and web zips while the Hover-Bots chase them around persistently.

There seems to be no obvious offensive to destroying the Bots, anytime they get near enough to destroy one, the others zero in and almost shred them apart.

In mid-dodge, Spider-Man webs the support beam with both hands, uses his momentum to swing into the air, and flips over the girder to land onto the head of a pursuing bot.

He drives his fist through its head and pulls out a bunch of wires. The Bot's blue flame starts to go out, then suddenly his Spider Sense blares.

2 of the other Bots have shot out their spinning blades and he dodges both.

As Spidey dodges the first projectiles each Bot fires off the rest of their blades and he is hit with glancing blows on his left arm and right thigh.

He spins out and lands on his feet. Spidey runs along the bridge floor, vaulting over abandoned cars.

Two saw blades lay on the floor, he palms both and they stick to his hands.

He throws one at each Bot following him, the direct shots lodge into their steel hulls, shutting them down. They drop to the bridge with a thud.

Spider-Sense, he leaps over the spinning blade coming towards him and as it passes he webs it.

With a slingshot effect he throws it back at the Bot, it slices clean through it and bounces of the bridge's support cables.

Further down the bridge, Harry fights off 4 of the Hover-Bots.

He's getting fed up with trying to isolate them long enough to rip them apart, so he has resorted to punching them directly in the spinning blades, to no effect.

Before he can throw another ineffective jab, blades whiz by him and plant themselves into each of the Bots, destroying them.

* * *

 **ANTI_VENOM**

 **You could have hit me.**

* * *

Spidey lands next to Harry.

* * *

 **SPIDER-MAN**

Only if I wanted to...

 **ANTI_VENOM**

 **You're bleeding.**

 **SPIDER-MAN**

Yeah, I kno-

* * *

Spider Sense, the waiting Scorpion runs straight for them. They dodge, Spidey lands on the bridge's railing.

Harry leaps into the air and stomps down on the body of the Oscorp Scorpioid 1.7, his back to its stinger.

Before he can rip into the set of cameras disguised as eyes the stinger readies to strike him.

* * *

 **SPIDER-MAN**

Harry, behind you!

* * *

Peter jumps from the rail and knocks Harry off The Scorpion, with on hand Harry saves himself from falling through the middle of the bridge.

Spider-Man tries to grab the stinger mid strike but the force is too strong and it drives into his shoulder.

The Scorpion grabs Spider-Man off its body and brings him in front of its face.

The stinger strikes him again, his one free hand trying and failing to block the attacks.

It strikes him again, the toxin starts overpowering his enhanced immune system.

Harry pulls himself back to the bridge, upset, but upon seeing the dire scene, realizes he wasn't attacked, he was saved.

He uses his anger to intercept The Scorpion's onslaught, grabbing its tail in a fit of rage induced strength and tearing it off.

Spider-Man is fading, immense pressure is crushing him between the two giant claws, one arm is pinned against his side, trapped in the vise grip. Harry motions toward Spider-Man-

* * *

 **VOICE IN HARRY'S EAR (O.C.)**

 **Harry!**

* * *

 **ANTI_VENOM**

 **Wha?**

* * *

 **VOICE IN HARRY'S EAR** **(O.C.)**

 **Harry, stop for a second.**

* * *

 **ANTI_VENOM**

 **Uncle?**

* * *

 **OTTO** **(O.C.)**

 **Unmask him.**

* * *

 **HARRY**

 **I don't under-**

* * *

 **OTTO** **(O.C.)**

 **We caught him.**

 **We've caught your Father's murderer.**

 **Unmask him.**

 **Find out who is the killer behind the mask.**

* * *

Spider-Man's ribs start to crack, he comes back to his senses, adrenaline hits him.

Spidey starts to fight against the claws, grabbing at them with his free hand.

He looks to his side and sees a ghost of himself looking back.

Anti_Venom stands in shock.

* * *

 **ANTI_VENOM**

 **No, not like this.**

* * *

 **OTTO** **(O.C.)**

 **Harry-**

* * *

 **ANTI_VENOM**

 **I'm not sure what you've done, but I'm not being part of it.**

* * *

Harry pries open the claws, Spider-Man drops. Harry props him up.

* * *

 **SPIDER-MAN**

Tha-

 **ANTI_VENOM**

Run!

 **SPIDER-MAN**

I-

 **ANTI_VENOM**

You have to get out of here, right now!

* * *

Spider-Man limps to his feet.

His spark of energy and adrenaline doesn't let him realize he has several fractures and contusions or that he's been poisoned with well beyond lethal doses of neurotoxin.

He drops to the walkway and runs along it.

The Scorpion starts to burst into flame beside Harry. Harry suddenly feels stranded.

* * *

 **CUT TO:**

 **EXT. ROOF**

* * *

In a haze, Peter makes it back to the roof on which he left his backpack, working on muscle memory.

It's here he starts to feel the effects of his injuries and it becomes very clear to him that he won't be making it home by web swinging through the city.

His left arm, the one that was crushed against him, starts to feel warm and numbs up.

He pulls his phone out his pocket and pieces of it fall to the roof.

It's cracked beyond use, he looks down at the glass shards on the gravel and notices the drops of blood at his feet.

He puts on his school clothes, leaves the belt undone on his cargo pants, wears his polo shirt backward and keeps his mask on.

* * *

 **CUT TO:**

 **INT. TAXI CAB**

* * *

A Taxi Driver runs a red light, barely missing the sedan that veers left to avoid him.

Spider-Man lands on his cab. He brakes. Spider-Man falls off his car.

* * *

 **TAXI DRIVER**

I'm so sorry, I wont eva do it again.

* * *

Spider-Man rises, covered in cuts, limping, and dressed like a school kid, backpack included.

Spidey limps to the Taxi.

* * *

 **SPIDER-MAN**

Open the door.

* * *

The Taxi Driver opens his door and starts to get out, he doesn't even have his seatbelt on.

* * *

 **TAXI DRIVER**

I'm sorry, I-

 **SPIDER-MAN**

Not that door, the back door.

 **TAXI DRIVER**

Oh-

* * *

He unlocks the door. Spider-Man gets in the back.

* * *

 **SPIDER-MAN**

Drive.

 **TAXI DRIVER**

Where to?

* * *

Peter gives him an address, about a block from his house, not coherent enough to think of a better plan.

* * *

 **TAXI DRIVER**

Sure thing, but I gotta ask...you the real, Spider-Man?

 **PETER**

Does it matter?

 **TAXI DRIVER**

I guess not...it's just if you are a Superhero...you ain't looking so Super.

 **SPIDER-MAN**

We all have our off days.

 **TAXI DRIVER**

Ain't that the truth.

 **(drives for a bit)**

Hey, Spidey...

 **SPIDER-MAN**

Look, sir, remember that off day stuff, I'm not in a very conversational mood.

 **TAXI DRIVER**

I get that, I get that. Just thought I'd tell ya' you got your shirt on backward.

* * *

He looks down and the back of his collar is in front of him.

* * *

 **SPIDER-MAN**

You try fighting a giant scorpion and coming out the same. Ouch...

* * *

He twists his shirt around gently.

* * *

 **TAXI DRIVER**

Heh, that's funny, you're _Spider_ -Man fighting a _Scorpion_. Get it?

 **SPIDER-MAN**

...

 **TAXI DRIVER**

Spiders and Scorpions...they're both arachnids...I bet the spider usually loses.

What a funny world.

 **SPIDER-MAN**

Excuse me if I don't laugh. I think my ribs might be broken.

* * *

He's correct.

* * *

 **FADE TO:**

 **BLOCKS FROM PETER'S HOUSE**

Peter watches as the Taxi turns the corner, he removes his mask and stumbles home and hopes he doesn't see anyone along the way.

 **FADE TO:**

 **PARKER HOUSE**

He drops his backpack and enters the bathroom, he avoids looking in the mirror. He starts the bathtub and gets in.

 **FADE TO:**

Peter wakes up in the tub with the water still running, close to overflowing.

He stops the faucet, looks down at the pink water filling the tub, drains it, covers himself in a towel, picks up his clothes, catches a glimpse of his bruised torso, and leaves the bathroom.

On his way up the stairs, he grabs his backpack, doing everything instinctually.

He puts on a shirt, looks at the red slice on his arm, puts on a long sleeved shirt and wears the pajamas he got for his birthday.

He throws himself on his bed, gets under the covers and sleeps for 16 hours.

Harry returns to the Flying Fortress minutes before his Uncle could intercept him on it. Harry grabs Phill the PR guy and jumps off the aircraft with him.

Aunt May leaves a note for Peter on the fridge as she leaves for the Funeral Home.

Peter has school in 2 hours, he sleeps for another 5 hours, until the doorbell rings.

* * *

 **Up Next: Before The Storm**


	11. Before The Storm

_**10.) Before The Storm***_

 ***A.K.A. Carnage**

* * *

 **INT. OSCORP LABS**

Otto Osborn leans over a Technician's desk. All throughout the room are different employees at different desks with similar computer setups.

They all wear Virtual Reality headsets and have bulky gloves on their hands.

The desk Otto leans over is in front of the room. Unlike the other desks, that are lined together in 2 rows, this desk is alone in the front.

A Tech's voice from the rows behind Otto, tells him that Hover-Bot ex.9 is down.

The screen Otto's eyes are fixed on display a white figure standing on it, a black figure lands next to him.

The Main Technician tells Otto they appear to be talking.

* * *

 **OTTO**

What are you waiting for? Attack them!

* * *

The Scorpioid 1.7 Tech starts his attack. The heroes dodge, Anti_Venom jumps onto it's back.

* * *

 **OTTO**

Sting him!

* * *

The Tech almost hesitates, but the A.I. assist has already initiated the stinger for a strike.

He punches his gloved fist, but at the last second Spider-Man saves Anti_Venom.

* * *

 **OTTO**

Grab him! Grab him! Yes! Sting him! Crush him!

* * *

Otto laughs maniacally as the seated Scorpioid Tech struggles with the haptic gloves as he crushes Spider-Man.

An error message informs him that Anti_Venom has torn off The Sorpioid's tail.

* * *

 **OTTO**

Patch me into Harry's earwig!

Harry!

Harry!

 **ANTI_VENOM (FROM COMPUTER)**

Wha-

 **OTTO**

Harry, stop for a second.

 **ANTI_VENOM**

Uncle?

 **OTTO**

Unmask him.

 **HARRY**

I don't under-

 **OTTO**

We caught him. We've caught your Father's murderer.

Unmask him. Find out who is the killer behind the mask.

 **ANTI_VENOM**

 **...**

No.

Not like this.

 **OTTO**

Harry-

 **ANTI_VENOM**

I'm not sure what's going on, but I'm not being apart of it.

 **OTTO**

...

* * *

The screen shows Harry releasing Spider-Man. All the Techs are deathly silent.

* * *

 **OTTO**

 **...**

...Code Black.

Retrieve the stinger for synthesis, incinerate the Scorp-just do it.

* * *

Otto storms out the room.

The Scorpioid Tech removes his headset.

* * *

 **TECHNICIAN**

That was awkward.

 **SFX**

 ***Ding-Dong***

* * *

 **CUT TO:**

 **INT. PETER'S ROOM**

* * *

Peter is sleep, his body is rapidly burning energy in the process of healing and detoxification.

* * *

 **SFX**

 ***Ding-Dong***

 **PETER**

 **(half-sleep)**

The wicked witch is dead...

 **SFX**

 ***Ding-Dong***

 **SFX**

 ***Ding-Dong***

 **PETER**

 **(drowsy)**

I have to get that?

 **SFX**

 ***Ding-Dong***

* * *

Peter pulls himself out of bed like a fish on the end of a reel.

He opens his door and outside his room appears to be a videogame stage with platforms made of yellow-brick for him to traverse.

Halfway down a step, Peter realizes he almost fell asleep and figures he should avoid doing that because it probably means gameover.

He makes it to the front door and is transported back to the day he answered the door after a terrible battle to find a dark clothed girl with the solution to his problems.

He opens the door and sees a girl, with flaming hair.

* * *

 **PETER**

What are you doing in this game, MJ?

 **MJ**

Peter, what's going on?

* * *

Peter's instinct to hide his identity kicks in.

* * *

 **PETER**

What do you mean, everything's fine.

 **MJ**

Obviously not, you didn't show up to school, you won't answer your phone, it took you forever to answer the door and you look like you're about to barf.

 **PETER**

What do you mean, everything's fine.

 **MJ**

Peter!

 **PETER**

MJ.

 **MJ**

Peter!

 **PETER**

MJ? Peter? Why are we saying our names?

 **MJ**

Pete, what the heck is wrong with you?

You haven't opened your eyes since you answered the door.

* * *

Peter opens his eyes too wide.

* * *

 **PETER**

I'm cool.

* * *

MJ looks back at him with utter confusion, Peter sees this look.

He notices her hair isn't on fire and that this is all really happening. It wakes him up slightly.

* * *

 **PETER**

Sorry MJ, I was sleeping...I took some medicine-

 **MJ**

You're sick?

 **PETER**

Am I? Yeah, I'm sick.

* * *

Peter fakes a yawn, for some reason he thinks that's a good signal that he's sick.

* * *

 **MJ**

That explains it.

 **PETER**

It does?

* * *

MJ walks inside.

* * *

 **MJ**

Pete...

 **PETER**

MJ...are we doing the name thing again?

 **MJ**

Close the door.

* * *

Peter closes the door.

* * *

 **MJ**

What medicine did you take?

* * *

This rhetorical question sticks Peter and he tries hard to think of a correct cover answer.

As he searches his brain, he closes his eyes and on realizing he has his eyes closed opens them.

He figures he should be doing some walking around to look natural and that he should start a conversation with MJ who is sitting on the couch looking at his odd behavior.

* * *

 **PETER**

So, MJ what brings you here?

 **MJ**

Peter, I think you should lay back down.

 **PETER**

Okay, sounds good...is that all you came over for?

I was just laying down...it was good...can't remember why I got up.

 **MJ**

You've got to lay down.

* * *

Peter starts walking up the steps, MJ puts her arm around him to help.

* * *

 **MJ**

Pete, you're burning up. Even your clothes are hot.

* * *

She feels his face. He's running a deadly fever.

* * *

 **MJ**

Woah, I think you should go to the hospital.

 **PETER**

No way. Hospitals are...

* * *

MJ holds him up on the first step waiting for him to finish his sentence.

* * *

 **PETER**

I can't think of the word.

 **MJ**

Great argument.

* * *

MJ helps him up the stairs and into his room. As she's helping him on his bed he says-

* * *

 **PETER**

I feel weird.

 **MJ**

I'd think, you've got an insane fever.

 **PETER**

Not like that, I feel weird about...you.

 **MJ**

Pete...you're sick, and the fever is surely making you loopy.

Please think about what you're going to say.

 **PETER**

No, I have to say this, too many lies.

I always feel like I'm saying the wrong thing around you and always disappearing on you.

I hope you'll forgive me, but this...this I cannot hold in any longer.

* * *

MJ grits her teeth.

* * *

 **PETER**

I love...

film...but I hate that camera...it's so hard to use.

It's so finicky.

I don't know how to work the flash thompson on it.

I can't even tell if the pictures are good until I get them developed.

Then, Developing the pictures-

 **MJ**

Pete-Pete, I forgive you. For what I'm not sure yet but it's okay just lay down.

 **PETER**

I knew you'd understand...

* * *

Peter lays on his bed and gets under the covers.

* * *

 **PETER**

...just don't tell Lucy, she probably spent a lot of money on that camera.

* * *

Peter starts to fade. The last thing he hears is MJ's voice saying something indistinctly.

* * *

 **MJ**

Pete...you...mean...please... **stay woke**.

 **PETER**

 **(half-sleep)**

I love that song.

* * *

Peter fades out.

* * *

Peter fades back in.

* * *

 **PETER**

MJ!

* * *

He scares MJ, who fell asleep atop the covers beside him.

* * *

 **MJ**

What!?

 **PETER**

We should be at school.

 **MJ**

Huh? School is almost out...it's like 1'o clock.

 **PETER**

How long did I sleep?

 **MJ**

I'm not sure I fell asleep, too. At least...hours.

 **PETER**

Jeez...is that why I'm so hungry.

* * *

He starts to get up.

* * *

 **MJ**

No, you should stay in bed.

* * *

She feels his face, his fever is gone.

* * *

 **MJ**

Your fever is gone. How are you not sweating?

 **PETER**

Wait, did you say you were sleep? On my bed?

* * *

They look at each other. MJ gets off the bed. Peter tries to save himself-

* * *

 **PETER**

I'm just saying, I could be contagious.

And trust me you don't want what I had.

I was in a videogame, your hair was on fire, we got in a spaceship, fought a dragon and saved the world.

And I'm pretty sure only half of those things happened while I was asleep.

* * *

She feels his face again.

* * *

 **MJ**

Is that fever actually gone?

* * *

Peter laughs.

* * *

 **PETER**

You should be feeling my stomach. It's growling like crazy.

 **MJ**

I'll find you something to eat.

 **PETER**

MJ I've been feeding myself since...since...y'know what?

I can't remember the last time I made my own meal, but I don't need you to cook for me.

 **MJ**

It doesn't matter what you _think_ you need, I'm doing it and you're staying in bed-

 **PETER**

Stupid!

 **MJ**

Pardon me?

 **PETER**

Hospitals are stupid, that's the word I was looking for.

 **MJ**

...

 **PETER**

I'll stay in bed.

 **MJ**

Yeah.

* * *

As Mary Jane is leaving the room, she points at Peter's nightstand.

* * *

 **MJ**

Oh yeah, you got a letter in the mail.

* * *

Peter leans to pick up the letter. His chest is still sore, but his ribs aren't fractured anymore.

The letter has no addresses on it, only the words **"For Peter Parker"** in black marker.

He rips it open and removes the paper within, unfolding it.

Something falls out, but his attention is grabbed by the letterhead that says Oscorp Labs. The note reads:

 _"Peter meet me at the stadium_ sunday _, make it as secretive as possible._

 _Burn this letter. IT'S ABOUT SPIDER-MAN AND IT'S URGENT - H"_

He picks up the ticket that fell out, it's to a Wrestling match at the Barclays Center and the seats are terrible.

MJ starts to come up the stairs, Peter puts the note behind his pillow.

* * *

 **MJ**

May, left you some meat loaf for lunch, but it's been sitting out all day and you should probably try to eat light.

There's a couple cans of chicken noodle soup which I recommend, but it's up to you.

 **PETER**

Soup it is.

 **MJ**

Good, it's already on.

* * *

 **CUT TO:**

 **INT. OSCORP LABS**

* * *

Otto watches the centrifuge spin around, he has relieved most his staff for the day and stands alone in the large room.

Otto thinks he must do this alone, he thinks there is only one person to blame for this; There has always been one person to blame.

* * *

 **CUT TO:**

 **INT. PARKER HOUSE**

* * *

Peter limps down the stairs, in a new long sleeved shirt and pajamas. MJ ladles soup into a bowl.

* * *

 **MJ**

Peter, I thought you said you'd stay in bed. I was about to bring up your soup.

* * *

Peter sits on the couch.

* * *

 **PETER**

I was going to, but then I thought of something.

How did you get out of school?

 **MJ**

What do you mean?

 **PETER**

What did you tell them?

 **MJ**

Nothing, I just walked out the front door.

 **PETER**

Ah.

* * *

Peter digs around for the remote and turns on the TV.

* * *

 **REPORTER (ON TV)**

...Following up on the story of the apparent disappearing act of the hero known as Anti_Venom, also known as Harry Osborn.

All we have is speculation, but the white-suited Superhero has been uncharacteristically missing since his and Spider-Man's encounter with

The King Scorpion that wreaked havoc on Manhattan Bridge yesterday evening.

Spider-Man has also not been reported to be seen as of today, but that is in habit with his schedule as it has been heavily rumored

he is still currently attending school using his highly sought after secret identity.

Oscorp has refused to speak on the disappearance of their privately funded hero but assures the media all is fine.

To remind our viewers who haven't kept up with this saga,

Harry Osborn a.k.a. The Superhero Anti_Venom, is son of the late Norman Osborn a.k.a. Gr-

 **MJ**

Harry's missing?

* * *

MJ sets a bowl on the coffee table.

* * *

 **PETER**

Seems like it, might just be a slow news day.

 **MJ**

I wouldn't worry about it.

* * *

Peter starts to remember what Anti_Venom told him at the end of their fight with The Scorpion.

He told him to run. Peter tries to think why he'd say that and what that could do with Harry's disappearance or the letter he sent.

But then J. Jonah Jameson's face appears on TV and he turns it to a cartoon road trip movie.

* * *

 **MJ**

Be careful the soup is still hot.

And there's something I should have mentioned about the soup.

* * *

Peter picks up the bowl and looks into the soup. It's filled with a jumble of letters.

* * *

 **MJ**

It's alphabet.

* * *

About an hour later, when J.H. High School is officially released. The phone rings, interrupting MJ & Peter's laughing.

* * *

 **MJ**

Want me to get that?

 **PETER**

I think you've done more than enough for me today, plus if it's Aunt May I don't want her getting the _wrong idea_.

* * *

Peter gets up as normal and uninjured as he can. He grabs the phone off the kitchen wall.

* * *

 **PETER**

Hello, Parker residence. Peter speaking.

 **LUCY (O.C.)**

Where have you've been?

 **PETER**

Here.

 **LUCY (O.C.)**

Why?

 **PETER**

Because...I'm sick.

 **LUCY (O.C.)**

You don't get sick...are you lying to me?

 **PETER**

No, MJ's here-

 **LUCY (O.C.)**

Oh, got it-

 **PETER**

No, it's not what you think-

 **LUCY (O.C.)**

You mean you aren't covering so she doesn't hear you talk about the "s" word?

 **PETER**

Maybe it is what you think.

 **LUCY**

Why aren't you answering your phone?

 **PETER**

Because it's dead, and not battery ran out dead. I'm talking Wicked Witch dead. Crushed.

 **LUCY**

Your phone was crushed by a falling barn from Kansas?

 **PETER**

Not quite, but just as weird.

 **LUCY**

Giant metal arachnid weird?

 **PETER**

Bingo. And the same happened to my ribs, which is why I'm here.

By the way, I "ripped my pants" and think I need some new ones.

* * *

For a second Lucy forgets her own code.

* * *

 **LUCY**

Right, I'm on it.

 **PETER**

I'm thinking classic blue jeans.

 **LUCY**

Got it.

 **PETER**

With pockets.

 **LUCY**

I'll work on cloning your phone, too.

 **PETER**

Thanks for everything.

 **LUCY**

No problem. Bye.

 **PETER**

Bye.

* * *

Peter hangs up the phone and returns to the living room couch.

* * *

 **MJ**

Was it your, Aunt?

 **PETER**

Yep, that's what I get for not answering her texts.

 **MJ**

Didn't she know you were sick?

 **PETER**

...Uh no, she doesn't even know I missed school.

* * *

Peter doesn't realize this isn't a lie.

* * *

 **MJ**

That can't be good.

 **PETER**

What about you, what is Mary Theresa going to think when she hears you ditched?

 **MJ**

She knows, I told her when I was walking over here.

 **PETER**

What did you tell her? Maybe I can use it on Aunt May so she'll go easy on me.

 **MJ**

I told her you didn't show up and weren't answering my calls, which never happens and something weird could be going on.

I also told her I felt you needed me, which admittedly was a little dramatized to convince her this was the right move...but turns out I was right.

 **PETER**

Yeah...I guess you were.

This seems like a good time to tell you...yesterday I got an answer from Spider-Man.

 **MJ**

Don't play with me, Parker.

 **PETER**

He said Sunday, a rooftop on 25th and Broadway.

 **MJ**

25th and Broadway.

 **PETER**

But there are stipulations. No cameras. No tape recorders. And you have to go alone.

 **MJ**

If you don't go with me how will we get the picture for the yearbook?

* * *

Peter didn't think this part through. In fact, he didn't think any of this through. But in his defense, he is still filtering out toxins.

* * *

 **PETER**

I think he thought that through.

 **MJ**

If you say so.

* * *

 **CUT TO:**

 **INT. OSCORP LABS**

* * *

Otto yells at an Oscorp Employee. The CEO of Oscorp asks how they can create superhumans and robotic wildlife but can't find one teenager in New York.

The answer that squeaks out the Employee's mouth isn't what Otto wanted to hear, so he continues fuming.

The Employee starts wondering if the only reason he was asked to stay and not released like everyone else is to be yelled at.

He wishes he would be sent home. Later that day he'd get his wish when Otto fires him the third time he tells him they still can't find Harry.

* * *

 **CUT TO:**

 **INT. PARKER HOUSE**

* * *

Peter watches MJ's red hair bounce as she walks down the sidewalk.

She sporadically turns around and waves at him again and again.

No matter how many times he insisted, she wouldn't allow him to walk her home.

She reaches the corner, looks both ways and walks down the crosswalk.

MJ waves for the last time and is frozen in place with a glow of sun behind her, then time resumes and she makes it across the street.

After she disappears behind the houses, Peter closes the door.

He wonders if it's the toxin in his bloodstream that made time freeze and is making his chest feel like he's falling from a tall building, or if it's something else.

After watching MJ he feels healthy enough to go out and pick up the slack left by Harry's absence then he remembers the suit got damaged and decides he should play it safe with his injuries.

Later in the evening, Aunt May walks into the house and Peter is still on the couch watching a television documentary about street gangs.

She notices how odd this sight is since around this time he's regularly still hanging at school with Lucy(or in more recent months, Mary Jane).

* * *

 **AUNT MAY**

Peter, dear.

 **PETER**

Hey, Auntie M.

* * *

Aunt May moves straight to the kitchen.

* * *

 **PETER**

...I hope you won't be too mad but...

* * *

She stops putting up the pots MJ left out.

* * *

 **AUNT MAY**

Yes?

 **PETER**

I didn't go to school today.

 **AUNT MAY**

Why did you do that? Or rather, why didn't you do that?

 **PETER**

I woke up feeling out of it, maybe I got a head cold or something.

* * *

Peter adds the "or something" so he isn't technically lying to his Aunt.

* * *

 **AUNT MAY**

Why didn't you call me, I would have come home and...

 **PETER**

That's why. I didn't want you worrying about that.

* * *

Aunt May goes behind the couch and feels Peter's forehead.

* * *

 **AUNT MAY**

You don't feel warm.

 **PETER**

I took some medicine...

 **AUNT MAY**

Cold medicine?

 **PETER**

Yep, MJ brought some over with her.

 **AUNT MAY**

Mary Jane was here?

* * *

Aunt May moves back to the kitchen.

* * *

 **AUNT MAY**

That's not fair, she shouldn't have to be your nurse-

 **PETER**

I know! I tried to tell her that so many times, but she was determined to be my nurse...and my chef.

 **AUNT MAY**

That's why my pots are out? I thought it odd that you'd be cooking.

 **PETER**

I can feed myself.

* * *

Aunt May laughs, maybe a little too hard.

* * *

 **AUNT MAY**

I was saying because you're sick.

 **PETER**

Hmm...if you say so.

* * *

 **FORWARD TO:**

 **INT. OSCORP LABS - SATURDAY NIGHT**

* * *

A glass window breaks open.

The few Employees on that floor run out their offices.

The mask disappears from his face.

His figure stands against the creeping moonlight.

The wild strands of hair, dark circles around his eyes, and gaunt jawline instills fear in the workers.

* * *

 **HARRY**

Where's my Uncle?

* * *

 **CUT TO:**

 **INT. OSCORP BOARDROOM**

* * *

Otto presses his palms to the conference table.

Head down looking at his vague reflection on the polished dark wood.

* * *

 **HARRY**

Why?

* * *

Otto raises his head.

His Nephew stands opposite to him down the long table.

* * *

 **OTTO**

You even need to ask?

Do you remember where your mind was when I gave you that suit?

How I found you?

 **HARRY**

I needed to change, and that's what I did, but you-you changed too, but not for the better?

These past months you've become frantic and controlling.

 **OTTO**

I never changed.

My only goal has been to bring justice to your Father's name.

To right any wrong that people thought he caused, and I was doing that through you.

 **HARRY**

Trust me, I know you've been using me as an instrument, but the good I've done, was all me.

If you won't take credit for your actions, you can't take credit for mine-

 **OTTO**

Can't I? What of this was your doing?

Powers I created. Workers I command.

Backed by a company I run. Fighting villains I commissioned.

From the beginning it was me.

Your first bank robbery, we-I set that up.

Your first day as "Anti_Venom" fighting villains in Oscorp tech.

 **HARRY**

Don't you see all the wrong you've done?

These aren't things to be proud of, you've committed crimes

You want to clear up my Father's name while dirtying your own.

You're just as bad as the villains you create.

 **OTTO**

Bad means nothing when everything I do is for the greater good.

 **HARRY**

Forget it.

* * *

Harry starts walking away.

Otto calls for him with no urgency in his voice.

* * *

 **OTTO**

Harry.

Harry, come back.

 **Harry!**

* * *

The last time he lets genuine anger slip out.

Harry stops in the doorway.

* * *

 **OTTO**

Come back, hear me out.

We can talk this out.

 **HARRY**

You've talked enough...I've heard enough.

 **OTTO**

I hope you're not planning on sharing that recording with anyone.

* * *

Harry flinches.

* * *

 **OTTO**

Because this section of the building has been outfitted with anti-bug systems.

The only thing your phone will have recorded is static.

And I have to say...I'm disappointed you've taken it this far.

* * *

Harry turns around.

* * *

 **HARRY**

You're disappointed in me?

The reason I started this was because you promised that we'd make a difference.

That we'd take Spider-Man down by being better than him, that we'd overshadow him, and that's what I've been doing every day. While he's in school, I'm-

 **OTTO**

You were never going to replace him.

You'll never be what he is, not in the eyes of the public.

That's why I did this, we have to show them he is the monster, not Norman.

You still hold the Osborn name and you may not see it in your sanctuary in the sky or with the celebrity circles you hang out with, but they're laughing at us.

The Green Goblin. The Son of The Green Goblin, Brother of The Green Goblin. That's all the Osborns are.

 **HARRY**

Maybe...but the people who think that are just as wrong as you are.

He isn't the murderer I once thought, I knew that the first time I saw him.

My Father...what happened to my Father wasn't Spider-Man's fault.

He wasn't in the room when my Father decided to do what he did-

 **OTTO**

But I was... is that what's happening? Are you blaming me?

 **HARRY**

No-

 **OTTO**

Then why? Why are you turning your back on your only family? Your Father...your Mother would-

 **HARRY**

My Mother!? Do you see what your doing, do you see how you're trying to manipulate me?

 **OTTO**

It's worked before...

* * *

Harry is astounded.

* * *

 **HARRY**

And you feel no regret?

 **OTTO**

The only thing I regret is trusting you to do the right thing.

 **HARRY**

It wasn't your first mistake, but it might be your last.

 **OTTO**

Nice line.

If you're planning on leaving now I'd like the suit I created back.

 **HARRY**

You don't deserve it.

 **OTTO**

And neither do you.

The only reason you were "chosen" was because the reverse engineered sample included Norman's DNA along with Spider-Man's.

So, someone had to be related to either of them to test the serum.

I was simply too valuable to die in a trial run. So-

 **HARRY**

Who cares, you're still an asshole.

* * *

Harry walks down the hall.

* * *

 **CUT TO:**

 **INT. ROOM - SUNDAY MORNING**

* * *

 **SFX**

 ***Tap* *Tap***

* * *

The girl behind the pink curtains pull them open to find Peter in full civilian clothes clinging to her 2nd story window.

She slides it open. Peter jumps in.

* * *

 **LUCY**

What are you doing?

 **PETER**

You said the suit was ready, right?

 **LUCY**

I'm talking about hanging from the side of my house.

Anyone could have seen you, my Father is downstairs.

 **PETER**

If he saw me tell him I do gymnastics.

* * *

Lucy laughs and walks to her closet.

* * *

 **LUCY**

 **(sarcastic)**

Because you look so athletic.

 **PETER**

What are you talking about?

I have superpowers. I was literally just using them on your window.

How more athletic can you get than Superhero?

 **LUCY**

Just saying, out of the suit it's hard to tell.

* * *

Lucy opens her desk drawer.

* * *

 **PETER**

I know right, I rock at this secret identity stuff.

 **LUCY**

You were totally incognito yelling "I have superpowers.".

Using them to climb my house was an unnecessary risk. Why couldn't you use the door?

 **PETER**

I have superpowers. 'Nuff said.

 **LUCY**

Then you could have at least called, I would have left the window open.

 **PETER**

I don't have a phone anymore.

* * *

Lucy starts walking over to him.

* * *

 **LUCY**

House phone?

 **PETER**

I wasn't at my house and I don't know your number from memory.

I always used my contacts, see why I left all the thinking to you?

* * *

She hands him 2 boxes.

* * *

 **LUCY**

Good thing I made a back-up, full contacts.

Underneath is your suit.

Red/blue, a classic.

Some black highlight lines.

Pockets.

Built in headset, and I removed the eye cameras.

However, I added a neat feature, remember the upgrade by Tony Stark that made it so I could give the web fluid specific mods?

 **PETER**

Like the high tensile?

 **LUCY**

Exactly, I changed it so I could modify the code wirelessly and send it to your Web Shooters on-the-fly.

 **PETER**

Sounds genius.

 **LUCY**

I don't want to seem like I'm kicking you out but, I gotta kick you out.

My dad will be confused if he found someone up here again.

I've been through that this month already.

 **PETER**

Uh, alright.

* * *

They walk to the window. He sits on the sill.

* * *

 **PETER**

Guess this is goodbye, Luce.

* * *

Peter almost called her MJ.

* * *

 **LUCY**

Guess so, Spider-Man.

* * *

He doesn't know whether to get up for a hug, a handshake, or maybe a high five.

On a whim he acts like he's slipping and falls back through the window.

He lands on his feet. Peter yell whispers to the window.

* * *

 **PETER**

How's that for athletic?

* * *

Lucy yell whispers from the window.

* * *

 **LUCY**

You idiot, you scared the heck out of me.

* * *

Peter yell whispers back.

* * *

 **PETER**

That was the point.

* * *

Peter can see from the lawn, Lucy is smiling.

He gives her a thumbs up, she puts a thumb out the window.

Peter puts the boxes in his backpack and walks down the sidewalk to MJ's.

* * *

 **CUT TO:**

 **EXT. MANHATTAN - LATER**

* * *

Peter & MJ walk from the 23rd Street subway and towards the destined meeting location for the Spider-Man interview.

* * *

 **MJ**

If this is a prank to get back at me for pulling your chair out from under you in elementary school please tell me now.

 **PETER**

I can't believe you remember that.

 **MJ**

Of course, I remember, you stopped talking to me for a week.

 **PETER**

It was supposed to be a month, but you wore me down.

I wasn't even mad, just embarrassed because Amy Noble laughed at me.

 **MJ**

...Amy Noble...

 **PETER**

Why did you say it like that?

What happened between you and Amy Noble?

* * *

They stop at a crosswalk.

* * *

 **MJ**

Nothing. I'm not sure we've ever talked.

Perhaps it's the flashbacks of spending most of grade school listening to you talk about her.

* * *

They cross.

* * *

 **PETER**

C'mon I didn't talk about her that much, but since we're talking about her now, I wonder where she is.

 **MJ**

Syracuse, she's has a kid.

 **PETER**

Really!?

 **MJ**

No, just joking. She still lives in New York with her daughter.

 **PETER**

Joking?

 **MJ**

You'll never know.

* * *

Peter takes out his phone.

* * *

 **PETER**

Unless I look her up right now.

* * *

MJ pushes his phone down and Peter playfully moves it up and down to dodge her.

MJ concedes.

* * *

 **MJ**

Gosh, Peter are you still that in love with her?

* * *

Peter puts his phone away.

* * *

 **PETER**

That's not the question, the question is why are you so in "hate" with her?

* * *

 **MJ**

"In hate", Pete?

 **(sarcastic)**

Good one.

 **PETER**

I liked it. And it got you smiling.

 **MJ**

I'm smiling at how bad it is.

 **PETER**

If you say so.

This is the place.

* * *

They enter a cafe next to the building of the interview.

Peter pulls out MJ's chair when they get to their table. She sits down.

* * *

 **MJ**

I thought you were about to get your revenge.

 **PETER**

What revenge?

 **MJ**

The chair.

 **PETER**

Oh yeah, about that what is your deal with Amy Noble?

 **MJ**

Jeez, can we please just stop talking about her.

 **PETER**

Kay, MJ. You want something to drink?

 **MJ**

Why her?

 **PETER**

Water?

 **MJ**

No, I'm asking you why Amy Noble?

Why all throughout grade school were you infatuated with her?

 **PETER**

I don't know...her hair? I liked blonde. I'm getting a pastry do you want something?

 **MJ**

Her hair? But-

* * *

Before she can decostruct his answer, he starts to get up.

* * *

 **MJ**

No, let me get it, what do you want?

 **PETER**

Why?

 **MJ**

You set up this interview, least I could do is buy you a brownie.

 **PETER**

A banana nut muffin actually.

And _I'm_ going to pay because you fed me alphabet soup while I was sick.

 **MJ**

I'll pay-

 **PETER**

MJ can we not do this dance, let me pay and tell me what-

* * *

MJ stands up and gets in line. Peter decides he lost this fight.

* * *

 **CUT TO:**

 **INT. OSCORP LABS**

* * *

Otto sits alone in the sterile white room.

The vial of red serum in his hand mirrors the red vial he showed Harry on the beginning of this journey.

He wonders how they got here, but he doesn't care. He should. He should have listened to his Nephew.

He should have spotted the first red flag, the fact that the serum didn't react like Anti_Venom's.

The serum wouldn't react until he introduced Osborn DNA to it, in the form of his own blood, but it did react.

He knows the only way to cause a continuous reaction is to add it to a continuous supply of blood, so Otto clicks the serum vial into the syringe.

There is still time to stop, but not in Otto's mind. He injects himself full of the serum. He goes limp. Drops from his chair to his knees.

Otto tries to rise but his muscles are locked in place. He stares at the injection site, his bare skin is streaked with red, moving past his rolled up sleeves.

The sight shocks him. That shock would be the last coherent thought to pass Otto Osborn's mind. Carnage takes over.

* * *

 **CUT TO:**

 **INT. CAFE**

* * *

MJ sips her straw.

* * *

 **MJ**

I don't want this.

 **PETER**

Then why did you get it?

 **MJ**

I wanted it when I got it but now I'm feeling kinda nauseous.

Nauseous is not the word...nervous. Like, what if he's mad I asked for this interview.

 **PETER**

A mad Superhero? Sounds like a cool comicbook.

You know what they say about spiders, they're more afraid of you than you are-

 **SFX**

 ***Do* *Do* *Do***

 **PETER**

That's your cue.

* * *

Peter looks at his phone and pretends to read something.

* * *

 **PETER**

He's waiting for you.

* * *

They rise and MJ looks reluctant to leave. She grabs Peter for a hug.

* * *

 **MJ**

Thank you so much.

 **PETER**

This could still be a prank.

* * *

MJ laughs, her breath on his ear. She sounds emotional.

They begin to separate and MJ brings her lips to his.

After they release she departs out the cafe. The bell ringing on the door.

Peter stands there with his eyes closed. Still feeling the pressure on his lips.

Forgetting he's supposed to be finding somewhere to get dressed.

He remembers and runs out the cafe. The bell ringing.

* * *

 **CUT TO:**

 **INT. BUILDING**

* * *

MJ embarks up the stairs, her heart aflutter.

Her lonely footsteps echoing in the halls.

She reaches the top floor and the sun is peaking through the already open door.

She steps onto to gravel and out to:

* * *

 **EXT: ROOF**

* * *

 **SFX**

 ***THWIP***

* * *

She turns her head to the right following the sound, catching a mid-swing Spider-Man.

He lands on the roof. After a moment of shock and elation, MJ puts on a fake smile and wills herself on.

* * *

 **MJ**

Spider-Man, we meet at last.

 **SPIDER-MAN**

...

* * *

His stoic disposition unsettles her, she thinks maybe he is mad or maybe it's just the mask.

Underneath that mask Peter is freaking out, he doesn't know how he should talk. What if she recognizes his voice?

* * *

 **MJ**

I'm sure you have a lot to do. I'll get to the questions.

* * *

MJ opens her journal and reads her prepared questions.

* * *

 **MJ**

How did you get your powers?

* * *

Peter can't tell her about the field trip to Oscorp because she(or someone who reads the interview) could deduce that the field trip was exclusive to freshmen.

Narrowing down his secret identity more. Instead he says(with a deep voice).

* * *

 **SPIDER-MAN**

From an Oscorp mishap.

 **MJ**

What made you want to use your powers to fight crime?

 **SPIDER-MAN**

A personal loss.

* * *

He's trying to keep his sentences short.

The deep voice isn't helping with MJ's nerves, she thought he'd be more "friendly" and less "brooding".

* * *

 **MJ**

The loss happened after you got you powers, but before you became Spider-Man?

 **SPIDER-MAN**

Yeah-wait-no...well one night I went out in a jumpsuit and a red ski mask and climbed the-

 **MJ**

The Empire State Building.

I remember that, nobody has been able to confirm that was the first appearance of Spider-Man, but its been speculated online-

Sorry, I interrupted you.

 **SPIDER-MAN**

It's alright-

* * *

Peter is unaware he's losing the affectation.

* * *

 **SPIDER-MAN**

After that, I didn't realize what these powers meant.

I ran around the city basically joyriding with my powers.

I read articles and watched news segments on the sightings.

Several reporters described the way I crawled around to be like a spider.

That must have stuck with me because after...after I lost someone, I decided to become a hero.

I looked at my inspirations: Iron Man and Captain America.

They both have chest symbols that resonate.

Cap has the Star, a sign of patriotism, justice, hope.

Tony has his Arc Reactor, which might not mean anything, but it's all kinds of cool.

When I got to making my suit I decided I wanted a symbol that could identify me.

I printed a generic logo, copied it to cardboard and made a stencil to spray paint on my suit. Spider-Man was born

 **MJ**

That answers another one of my questions, "Did you make your suit?".

 **SPIDER-MAN**

I didn't make this one I'm wearing now.

That first one was the only one I "made".

I eventually started using athletic shirts, I spray painted my logo on and wearing wrestling tights for the mobility.

One day I met someone who could make them for me.

You know what...don't write that...

 **MJ**

Don't write what?

 **SPIDER-MAN**

The part about someone making my suits...

 **MJ**

Um, okay.

* * *

MJ scribbles out what she wrote down.

* * *

 **MJ**

What should I write?

 **SPIDER-MAN**

Put-

* * *

Before he answers he is swiped off the roof by a red blur.

MJ runs to the edge of the roof and sees Spider-Man tumbling to the floor with a crimson body on top of him, except it doesn't look like a person, it seems like a creature out of a horror movie.

Spider-Man fights off Carnage and evades down the street, Carnage is quickly back on him, the two swing out of view.

MJ assumes the interview is over.

* * *

 **Up Next: Ultimate Carnage**


	12. Ultimate Carnage

_**11.) Ultimate Carnage**_

* * *

Spider-Man swings with Carnage on his back. Carnage bites down on his trapezius.

* * *

 **SPIDER-MAN**

Ow!

* * *

He elbows Carnage's head.

* * *

 **SPIDER-MAN**

Cut!

* * *

He elbows him harder.

* * *

 **SPIDER-MAN**

It!

* * *

Harder.

* * *

 **SPIDER-MAN**

Out!

* * *

The last hit releases Carnage's hold, but on his fall to the street he grabs at Spidey and yanks him out the air.

They both hit the road, both landing on their feet.

Before any other thought can enter his mind, his Spider Sense alerts him.

Spider-Man backflips into the air and dodges the car driving down the street. The car barrels into Carnage.

* * *

 **SPIDER-MAN**

 **(to Driver)**

Are you alright?

* * *

The Driver looks startled but safe. Spider-Man approaches the unidentified downed villain with caution.

It lives. He gets his first real glance at his attacker. A crimson humanoid. It moves like a rabid dog, rising on all fours.

If the suit wasn't crawling it could be mistaken as skin.

Smokey white blobs on its face resembling eyes point at Spider-Man.

Carnage drops its jaw, displays rows of vicious teeth and drips saliva off its gangly tongue.

* * *

 **SPIDER-MAN**

Down boy.

* * *

Carnage leaps at him and catches a side kick to the face.

* * *

 **SPIDER-MAN**

Who are you!?

* * *

Like a wounded animal he gathers himself and continues his assault.

With a zigzag formation, he rushes Spidey like a running back and tackles him. They hit the ground.

* * *

 **SPIDER-MAN**

Have you ever heard of personal space?

* * *

Carnage pins him down with both hands on his shoulders. His gaping mouth spews saliva.

* * *

 **SPIDER-MAN**

I'm so glad I'm wearing a mask.

* * *

Spidey pulls up his arms and removes the hands pinning him down, he headbutts Carnage and turns the tables.

Over the villain Spider-Man punches him in the face.

* * *

 **SPIDER-MAN**

Stop-

* * *

Carnage catapults Spider-Man with both legs, hitting his injured ribs, driving the air out of him and sending him soaring towards the sky.

Spidey levels himself and webs at the floor with hopes of pulling himself back down but Carnage springs into the air and meets him.

Carnage knees Spider-Man in the ribs. Peter decides he's finished holding back.

He webs Carnage's arms together, positions his legs onto his chest and they fall back to earth.

Carnage hits the pavement back first with Spider-Man's knees slamming into him.

To a normal human, this would be devastating but Carnage still wriggles around.

Spider-Man springboards from his knees to his feet. Carnage sits up on the floor.

* * *

 **SFX**

 ***THWIP* *THWIP***

* * *

He tries to web Carnage to the street but he shakes it off and stumbles to all fours.

Spider-Man runs at him and knees him in the face, flooring him again.

He rains more punches down on him but the slobbering face just bobs back up. Carnage seems to be learning.

He jerks his head to the right, dodging one of Spidey's punches and bites down on his wrist.

Web fluid foams out his busted Web Shooter. Spider-Man retreats back.

Carnage starts to rise again, seemingly not affected by the punches or the fall.

Carnage charges at him, Peter jumps and lands on the side of a building, he crawls up to the top and runs down the rows of roofs.

* * *

 **PETER**

Lucy! Lucy! Lucy! Lucy!

* * *

 **CUT TO:**

 **INT. ROOM**

* * *

A hum in the closet, but no one's there to hear.

* * *

 **CUT TO:**

 **EXT. ROOF**

* * *

Peter runs across the roofs, he knows Carnage is chasing him but can't tell where from.

He stops running and waits for the ambush. From the left edge Carnage jumps, Peter readies for the impact and they collide.

Carnage and Spider-Man drop to the next block, landing in traffic. Spider-Man lures him away from the pedestrians and into a park.

It seems he is slightly faster than Carnage and is able to out maneuver him, but if he does the same thing for long enough Carnage switches his tactics.

Spidey runs into a lightpole along the park path and swings around it to attack Carnage. He kicks him into the railing.

* * *

 **SPIDER-MAN**

 **(to Civilians)**

Stop taking pictures and get to safety!

* * *

Carnage rises and throws a trashcan at Spidey. He catches it and swings it back at Carnage, stumbling him.

Maybe the park wasn't the best choice. There isn't much cover and brute force hasn't been working, Spider-Man runs up a tree, Carnage follows quickly.

Spidey webs the pursuing Carnage and jumps off the other end of the tree, pulling the web, and flipping Carnage into the top of a cherry blossom tree.

Spider-Man runs further into the park. At the worst possible time, his phone starts ringing.

* * *

 **SPIDER-MAN**

Lucy?

 **MJ (O.C.)**

No, it's me.

 **SPIDER-MAN**

MJ?

 **MJ (O.C.)**

Where are you?

 **SPIDER-MAN**

I can't talk, right now.

* * *

 **CUT TO:**

 **INT. CAFE**

* * *

 **MJ**

Peter, why aren't you at the cafe?

 **SPIDER-MAN (O.C.)**

MJ, just get home and I'll explain later.

 **MJ**

Spider-Man was just attacked in the middle of my interview...

but why do I suspect you already know that...Peter are you in trouble?

 **SPIDER-MAN (O.C.)**

Trouble? No trouble-

 **(loud rustle)**

* * *

On the other end of the phone Spider-Man jumps through a tree to elude Carnage.

* * *

 **SPIDER-MAN (O.C.)**

Get home. I'll get your interview rescheduled-

 **(click)**

* * *

 **CUT TO:**

 **EXT. PARK**

* * *

Carnage leaps from a branch and into a backhand from Spider-Man.

* * *

 **LUCY (O.C.)**

Peter!

 **SPIDER-MAN**

MJ!?

 **LUCY (O.C.)**

No, it's me.

 **SPIDER-MAN**

Of, course.

* * *

Spidey continues up the path.

* * *

 **LUCY (O.C.)**

Wh-

 **SPIDER-MAN**

I'm being attacked by an evil version of me!

* * *

He looks back and wishes he didn't.

Spider-Man jumps over the small railing, picks it up, and uses it as a shield against Carnage.

The weight of their clash pushes Spidey to one knee. Carnage is biting at the bars, spit flying from his mouth.

* * *

 **SPIDER-MAN**

A really ugly version of myself.

* * *

He swiftly releases the railing and webs himself to the top of a lightpole.

* * *

 **LUCY (O.C.)**

I don't understand. I wish I could see it.

 **SPIDER-MAN**

No, you don't, it's bad, I've hit him with a lot but he-

* * *

Carnage grabs the pole, Spidey jumps to the grass and runs along it. He webs himself to the top of an art statue.

* * *

 **SPIDER-MAN**

...Keeps getting back up and he busted one of my Web Shooters.

* * *

Spidey sees Carnage trot across the lawn like a wild animal and run straight into the statue.

* * *

 **SPIDER-MAN**

He doesn't seem to be that smart though...I can't figure how it found me, no one could know I was on that roof.

And my Spider Sense didn't alert me.

* * *

Carnage tries to climb up with his hands but slides down. He jumps up high and grabs onto the gold ring on the statue.

* * *

 **SPIDER-MAN**

Stay down.

 **SFX**

 ***THWIP* *THWIP* *THWIP***

* * *

Spider-Man webs his face and he slips back to the lawn.

* * *

 **LUCY (O.C.)**

What do you want me to do?

* * *

He tries to think of a plan.

Carnage plants his hands to the floor and jumps higher and into Spider-Man's view.

* * *

 **SFX**

 ***THWIP* *THWIP***

* * *

He webs Carnage in the middle of his jump and falls back, sliding down the hump of the statue.

Carnage lands on the head of the statue and grabs the web off his face.

His predator senses pick up Spider-Man running through the park, like a shark with the scent of blood, he leaps from the statue and chases him down.

* * *

 **LUCY (O.C.)**

I got some pictures, but they're all so blurry. I need-

 **SPIDER-MAN**

Eye Cameras? You never know what you've got til-

* * *

Carnage rams into him. Spider-Man pushes him off with his feet.

* * *

 **LUCY (O.C.)**

What could it be?

 **SPIDER-MAN**

From my perspective it's a nightmare.

 **(*lightbulb*)**

Harry!

 **LUCY (O.C.)**

It's Harry?

 **SPIDER-MAN**

No, I-

* * *

Carnage starts running towards him, so he runs too.

Spider-Man tries to strike but Carnage beats him to the punch.

* * *

 **SPIDER-MAN**

Oof-

* * *

His combat skills are improving.

They trade blows, Spidey webs Carnage's fist and yanks him forward, connecting with an elbow as he closes in.

Carnage shrugs it off; This isn't working.

* * *

 **SPIDER-MAN**

I hate to say this but I need a little help, from Harry. Behind my ticket is a pillow-

 **LUCY (O.C.)**

Say that again...

* * *

Carnage motions his hand forward and it stretches to Spider-Man's neck, he pulls Spidey forward.

Spider-Man pulls away at the slimy red material and it simply regenerates back.

Carnage lifts Spider-Man by the neck and strangles him.

Spidey plants his foot on the shoulder of Carnage preventing him from throwing a punch with his free hand.

* * *

 **SPIDER-MAN**

 **(choking)**

Get, Harr-

 **LUCY (O.C.)**

Peter, I can't hear you. What does Harry have to do with this?

* * *

Carnage bites his foot.

* * *

 **SPIDER-MAN**

Uh-

* * *

Spider-Man yanks his foot out Carnage's mouth, tearing his skin and the suit.

He kicks Carnage over and over in the face until he's released. He desperately evades.

* * *

 **SPIDER-MAN**

Forget what I said. Find Harry! He's at the Barclays Center!

* * *

Spidey stumbles into a pit of very shallow water.

His Spider Sense doesn't alert him of Carnage but the sound does.

He turns and catches Carnage in mid leap, nothing to do but brace for the hit.

Seconds before he is hit, a white blur swipes Carnage out of trajectory. Peter falls in the puddle.

* * *

 **SPIDER-MAN**

Thanks Luce, that was fast.

* * *

He watches as Anti_Venom fights off Carnage.

He jumps to his feet, runs, and shoulder tackles Carnage.

Anti_Venom webs him and Spider-Man joins in.

* * *

 **SPIDER-MAN**

Kick him.

* * *

The both run towards the bound Carnage and kick, he's launched down the way.

* * *

 **SPIDER-MAN**

Th-

 **ANTI_VENOM**

I think that's my Uncle.

 **SPIDER-MAN**

Why?

 **ANTI_VENOM**

I'll explain, but we have to save him from himself first.

* * *

Carnage runs straight for Spider-Man and pins him to the pavement.

Harry pulls him off and slams his corrupted Uncle to the floor.

* * *

 **SPIDER-MAN**

Lucy! Can you hear me!?

 **LUCY (O.C.)**

I'm finding a way to the stadium.

 **SPIDER-MAN**

No, Harry's here. His Uncle is the monster. I-

 **LUCY (O.C.)**

I'm so confused-

 **ANTI_VENOM**

Help me, get the suit off him!

 **SPIDER-MAN**

Me too.

* * *

Spider-Man moves to them, Carnage starts to wrestle away from Harry.

Carnage and Anti_Venom lock up, fighting for ground on their feet. Spidey grabs Carnage's left arm.

* * *

 **SPIDER-MAN**

I got his arm pull!

* * *

Harry grabs the other free hand and they pull him in opposite directions. The suit starts to warp.

Carnage starts to screech. The smokey white and red face starts to raise.

Suddenly the suit rapidly spreads to Spider-Man's hands, trapping him in the red sludge.

He gets one hand free but his right arm is stuck in the slime.

He pulls it from Carnage and rips away his suit and Web Shooter.

The force causing him to fall back and bang his head on the concrete.

Head spinning, he gets to his feet and Carnage is over Anti_Venom ripping away at the suit, like he has learned from their offense.

Spider-Man, with no functioning Web Shooters, stumbles towards to stop him. Carnage abruptly stops once Harry's suit starts to be absorbed by his.

The influx of power overwhelms him, he starts to bubble over with red and black. Spider-Man grabs Harry and drags him to his feet. Harry is left in boxers shocked.

* * *

 **HARRY**

What just happened?

 **SPIDER-MAN**

We have to get away from him.

 **HARRY**

My Uncle-

 **SPIDER-MAN**

Isn't that thing.

* * *

Carnage screeches loudly as his body is morphed and his muscles bulk up. Spider-Man pushes Harry out the park.

* * *

 **SPIDER-MAN**

Harry get somewhere safe-

* * *

The new Carnage bum-rushes Spider-Man and drives him into a storefront, the window glass slicing up his suit.

He tries to rise but Carnage grabs him and throws him towards the sidewalk.

Spider-Man webs a pole and reverses his momentum towards Carnage.

His attack bounces off the huge chest of Carnage who now has 4 appendages protruding off his back, he uses 2 of them to grab Spidey in the air.

* * *

 **HARRY**

Uncle!

* * *

Carnage pays no attention to him. Spider-Man struggles in his extra arms, Carnage uses one of his real arms, now massive, and punches Spidey in the chest re-breaking his ribs.

Spider-Man is launched down the street, he bounces off the hood of a car. He looks into the window.

* * *

 **SPIDER-MAN**

D-drive puh-please...

* * *

The driver floors it. Carnage pursues down the road, scattering across the street with his extra appendages.

Carnage pushes away cars on the road, kicking them aside like tin cans.

Spidey sees this and decides to move away from the busy street to lessen collateral damage.

He jumps from the hood, webs to a roof and vaults across them. Carnage catches up with him and slaps him across the block to another roof.

Spider-Man rises and is backhanded further down the rooftops, he slams into a water tower and clings on.

* * *

 **SPIDER-MAN**

Luh-Lucy...Lucy.

 **LUCY (O.C.)**

Peter?

 **SPIDER-MAN**

Luce...I need you-

* * *

Carnage collides with the tower and water splashes everywhere. Spidey, jumps off just in time.

* * *

 **SPIDER-MAN**

I'm hurt, I lost my Web Shooters. And this has gotten worse! Bigger!

 **LUCY (O.C.)**

I don't know what you mean.

* * *

The bulky Carnage grabs at Spidey and he dodges.

Spider-Man wills himself on, and runs as fast as he can atop the roofs towards the next block, every breath he takes hurts.

* * *

 **SPIDER-MAN**

You have to see this thing, it's unstoppable.

 **LUCY (O.C.)**

I can send you more Shooters-

 **SPIDER-MAN**

Web Shooters aren't going to stop it, I need something bigger...I need S.H.I.E.L.D.-

 **LUCY (O.C.)**

How am I supposed to contact S.H.I.E.L.D.?

 **SPIDER-MAN**

You're a genius, I believe in you.

* * *

Spidey leaps off the last roof on this block and towards the next but is grabbed by Carnage.

Spider-Man grabs an extra arm in both hands and pulls until they rip and he is dropped to the street.

He hits the floor and heads toward the building opposite the one Carnage is jumping from, it reads "Empire State".

* * *

 **CUT TO:**

 **INT. ROOM**

* * *

Lucy, out of breath, sits at her desk and searches her crash logs for a time where S.H.I.E.L.D. hacked into her comms.

 **LUCY**

Peter are you okay?

 **SPIDER-MAN (O.C.)**

Not really, I'm running up the Empire State Building with a monster chasing me, and I'm pretty sure my ribs are broken.

* * *

Lucy starts to feel anxious, a panic races through her.

She scraps her plan and instead infiltrates The local news station's computers, which she's kept tabs on since they released Spider-Man's school name.

She accesses the current graphic files and edits the phrase that will appear. Unless someone notices-

* * *

 **SPIDER-MAN (O.C.)**

Uh-

 **LUCY**

What's happening?

 **SPIDER-MAN (O.C.)**

A lot of collateral damage and chest pain.

 **LUCY**

Hang on.

 **SPIDER-MAN (O.C.)**

No pun intended?

* * *

Unless someone notices the next graphic will read "Spider-Man needs S.H.I.E.L.D."

The graphic appears and the news anchor reporting Carnage/Spider-Man is now stumbling on his words trying to explain the technical difficulties.

* * *

 **CUT TO:**

 **EXT. ALONG THE EMPIRE STATE BUILDING**

* * *

Spidey runs vertically up the Empire State Building with Carnage clumsily following behind.

One bare foot hitting the glass window panes with each step.

He starts to get vertigo but pushes forward.

* * *

 **LUCY (O.C.)**

Peter, I put out a message but I can't be sure they'll see it.

I'm sorry, I can't do more...are you sure you don't want me to send you more Web Shooters?

 **SPIDER-MAN**

You can try but...I don't think that'll stop it- I lost one of my sleeves too, I won't be able to use one.

All I can do is run, this thing is not catching up with me so far, but when I reach the top that's it, I'm stuck.

* * *

He looks behind him and Carnage is driving his arms straight into the windows, following his route and leaving a trail of destruction behind.

* * *

 **CUT TO:**

 **INT. ROOM**

* * *

Lucy clips the magnetic Web Shooter's onto the base of her Frisbee drone and sends it out the window.

She sits back at her desk, looks at the helicopter footage from the local news channel.

A giant creature tears through The Empire State Building on its way toward a smaller figure who is defying gravity by running directly to the top.

The graphic still displays the phrase "Spider-Man needs S.H.I.E.L.D." she doesn't know if they left it up or if they can't figure out how to undo it, either way it gives her some hope.

* * *

 **LUCY**

Peter...Peter

* * *

She checks her device settings, the headset is still active.

* * *

 **LUCY**

Peter-

 **VOICE FROM SPEAKERS (O.C.)**

This isn't Peter Parker, but I assume I'm speaking to Lucia Bordeaux, this is director of S.H.I.E.L.D.

 **LUCY**

Nick Fury, Spider-Man needs your help! And fast!

* * *

 **CUT TO:**

 **EXT. ALONG THE EMPIRE STATE BUILDING**

* * *

Spider-Man still sprints up the skyscraper, slowing down as exhaustion sets in.

Luckily Carnage's new form has made him rather sluggish.

* * *

 **DEEP VOICE IN SPIDEY'S EAR (O.C.)**

Spider-Man...

 **SPIDER-MAN**

God?

 **NICK FURY (O.C.)**

Not quite-

 **SPIDER-MAN**

Fury? I never thought I'd be so happy to hear your voice.

 **NICK FURY (O.C.)**

Hate to say I told you so...

 **SPIDER-MAN**

Can I get some assistance before the lecture?

 **NICK FURY (O.C.)**

We're on it but I'm not letting you off easy-

 **SPIDER-MAN**

I can't listen right now and I can't run anymore.

* * *

Spidey steps off the window and falls towards Carnage.

He slams into him, knocking him off the building.

They tumble towards the street, he may have slightly misjudged their height.

Carnage grabs Spider-Man with his massive arms and starts slicing him with his pointed extra appendages.

Spider-Man punches him in the face, splashing saliva, but doing nothing to Carnage.

The sludge starts to engulf Spider-Man and they continue to free fall.

Spider Sense, alerting him about their closeness to the ground.

He pulls himself free of the slimming arms, and springboards from Carnage's chest.

Carnage falls through the lower section of The Empire State Building, crashing through the ceiling of the pharmacy.

* * *

 **SFX**

 ***BOOWSH!***

* * *

Spidey continues to fall, he web pulls himself closer to the building and extends his arms, catching his hands on the side of the tower.

The friction of him slowing to a halt burns his bare hand.

He clings to the side of the building and looks down at the rubble Carnage created.

For a second he thinks maybe he doesn't need S.H.I.E.L.D.'s help.

* * *

 **CUT TO:**

 **EXT. IN FRONT OF THE EMPIRE STATE BUILDING**

* * *

A fleet of Cop Cars are stationed outside the building

Carnage busts through the building, dust pouring from the open door and busted windows.

* * *

 **SFX**

 ***BOOWSH!***

 **COP #1**

What was that!?

 **COP #2**

W-

* * *

A loud screech comes from the pharmacy, A giant red blob rolls to the street.

It starts solidifying to the humanoid shape of Carnage.

Its massive frame like a silverback gorilla. Its extra appendages throwing back abandoned cars, nearing the police perimeter.

They open fire on it. The red sludge absorbs the bullets.

Carnage roars a terrible noise and motions towards the cops, showing interest in something other than Spider-Man.

Before he reaches them Spider-Man jumps on his neck. He wobbles and Spidey rides him like a bull. Before the extra arms can grab him he jumps from Carnage's back.

* * *

 **SPIDER-MAN**

 **(to Carnage)**

Hey, Ugly!

* * *

Just yelling that hurt.

* * *

 **SPIDER-MAN**

Oh, no!

* * *

Carnage reacts faster than he thought he would.

* * *

Spidey runs down the street but immediately realizes he is ran out for today.

* * *

 **SPIDER-MAN**

Fury, what's up with that backup.

 **LUCY (O.C.)**

They're close, I have them locked onto your location.

The Web Shooters should be there any time now-

* * *

Carnage extends his sludgy arm and grabs Spidey, his body seems to be becoming less humanoid and more an unstable blob.

* * *

 **SPIDER-MAN**

I think I just ran out of time.

* * *

Carnage leaps with his arm still stretched out grabbing onto Spider-Man. Carnage lands inches from Spidey, he looks worse than before.

He starts to raise Spider-Man by his neck, all Spidey's attempts to get loose fail.

The sludge regenerates wherever he breaks it apart.

He kicks at Carnage's face, Carnage slams him to the floor.

The sludge starts to cover Spider-Man's entire body. He tries to sit up but his chest is stuck to the ground.

Peter tries to fight him off, Carnage drives spikes at his arms and legs, missing bone but slicing flesh and keeping his legs pinned to the floor.

Peter claws at the melting mass of muscle grabbing at his chest but the sludge seems infinite.

It starts to reach his mask, he puts hands over his nose to create a small pocket of air.

* * *

 **SPIDER-MAN**

(muffled)

Lucy-

 **LUCY (O.C.)**

Almost-

 **SPIDER-MAN**

Listen! No air. No time.

If something happens, tell Fury it wasn't S.H.I.E.L.D.'s fault...

* * *

Not only is he being deprived of air but the pressure is crushing his chest.

His breathing becomes shallow.

* * *

 **LUCY (O.C.)**

I see what's happening, save your breath.

 **SPIDER-MAN**

If the media finds out who I am, please tell Mary Jane...who I was.

 **LUCY (O.C.)**

...

* * *

 **FADE IN:**

 **INT. PETER'S HEAD**

* * *

Peter doesn't hear what Lucy said.

A sense of calmness floods him.

He sees his Uncle Ben sitting in the driver's seat.

He sees Lucy at his door.

He sees something that has never happened, he sees him and MJ at a pizzeria they've never been to.

He's going through a near death experience, his life is flashing before his eyes.

The scene with him and MJ is colored hazel, like her eyes.

The color warms him.

Everything goes cold. Everything is really cold, like really, like in real-life, not death, Carnage's hand on his face has turned cold.

Spider-Man moves his head and the cold stuff starts to crack.

* * *

 **CUT TO:**

 **EXT. STREET**

* * *

Hawkeye readies the second cryo-arrow.

He's never been able to use these on humans because of cellular regeneration.

Humans tend to not do well when entire portions of their bodies are frozen solid, but this thing looks pretty far from human.

He shoots Carnage with a second arrow, freezing his feet, the solid shell of sludge below Carnage breaks open, the tattered Spider-Man busts free.

Hawkeye lets off the last cryo-arrow he has and freezes the chest of Carnage.

Spider-Man punches away frozen chunks of suit, until he sees white underneath.

Spidey grabs the dingy white collar of Otto Osborn and tears him free of the red mass.

The sludge collapses in a puddle when the host is removed and Peter and Otto hit the floor.

Spider-Man lays on his back, looks to his right and sees the unconscious CEO of Oscorp.

Otto's skin has sunken into his bones giving him a ghostly appearance, his clothes are now too large for him.

He grabs Otto's hand and checks for a pulse. A figure towers over him.

* * *

 **HAWKEYE**

So, you're just going to lay here holding hands with the enemy? I'm the one who saved you.

* * *

Agent Barton extends a hand, Spider-Man grabs it and is helped to his feet.

* * *

 **SPIDER-MAN**

Yeah, this guy needs help too, but thank-

 **HAWKEYE**

Look out!

* * *

Hawkeye points his bow at the slowly descending bot. It has a peace sign on it.

* * *

 **SPIDER-MAN**

Wait, that's also help.

* * *

Spidey grabs the Web Shooters off it, pocketing the one he can't use and equipping the other.

* * *

 **SPIDER-MAN**

Thank you.

* * *

The drone nods.

* * *

 **SPIDER-MAN**

 **(to Hawkeye)**

I appreciate the bail-out, I genuinely do, you have no idea, but I'm going to do that thing I do.

 **HAWKEYE**

What, thing?

 **SPIDER-MAN**

Leave you S.H.I.E.L.D. guys here to clean up my mess.

Tell Fury I owe him for this, anything he asks, I'll owe to him to listen, but I owe someone else something.

* * *

Spider-Man web swings away. Hawkeye looks around at the scene.

* * *

 **HAWKEYE**

This is one hell of a mess.

* * *

 **CUT TO:**

 **INT. ROOM**

* * *

A knock at the second story window. The girl answers. Spider-Man lands and faces her. He unmasks.

* * *

 **PETER**

I'm sure you have a lot of questions.

* * *

MJ gasps.

* * *

 **End**

* * *

 **Epilogue: Ultimate Spider-Man**


	13. Epilogue

Epilogue

Two weeks before starting Junior Year, MJ and Peter sit in her living room playing Kirby Super Star for about the hundredth time this summer.

This was the last week of her internship at The Daily Bugle, the one she was given when she made headlines with her very exclusive interview in the John Hughes High School Yearbook titled:

 _"I Spent The Day With Spider-Man"._ J. Jonah Jameson would adapt her interview into an article titled _"The Girl Who Survived A Day With Spider-Man."_

In the Oscorp Flying Fortress now renamed "The Harrymobile" Harry Osborn is sitting with his friend Phill, learning what is expected of an Executive Senior Liaison at Oscorp.

Later that night they'll go to a party where Phill will make the crazy gesture of loosening his tie.

In a S.H.I.E.L.D. medical ward, Otto Osborn receives several blood transfusions and zero calls from his Nephew.

Once situated at her new home in Boston, Lucia Bordeaux will synthesize a serum from the data sample she was given by S.H.I.E.L.D.

She'll don a White Suit, similar to the one Harry Osborn declined when asked to return to his duties as Anti_Venom, eventually becoming Boston first Superheroine "Silk".

Back in the summer, Nick Fury is being notified that their "affiliate" will soon be asked to resolve a situation with newly released criminal Herman Schultz.

The Director of S.H.I.E.L.D. tells his operative he wants to handle this personally.

Peter accuses MJ of having an advantage as "Player 1" and she accuses him of being cute when he's upset.

Before their lips touch, Peter's phone vibrates and the almost perfectly round head of Nick Fury appears on the screen.

He makes a quip to MJ about not watching him when he gets dressed and gets dressed.

* * *

 **CUT TO:**

 **EXT. BANK**

* * *

Spider-Man lands.

* * *

 **SPIDER-MAN**

A bank robbery? Come on Shocker you couldn't at least try to be original?

 **SHOCKER**

Nuh-uh, not today Spider-Brat. Today is an important day for me.

 **SPIDER-MAN**

Your 50th Jail visit already? Do you get a cake?

* * *

Shocker extends his arms locking his gauntlets into place.

* * *

 **SHOCKER**

I'm not going to jail, today.

 **SPIDER-MAN**

That's not up to you...

* * *

Spider-Man jumps into action.

* * *

 **Ultimate Spider-Man**


	14. Footnote

•Aunt May is now dating Mr. Stiffler.


End file.
